MORTGAGE NOTE

$14,000,000.00                                         August 11, 1998
                                                       New York, New York

     FOR  VALUE RECEIVED SIERRA HEALTH-STYLES,INC.,an Arizona corporation 
("HealthStyles"), and SIERRA TUCSON, L.L.C.,  a Delaware limited liability 
company ("Sierra"), each with an address at 16500 North Lago Del Oro Parkway,
Tucson, Arizona 85737(Health-Styles and Sierra, collectively, ("Maker"),
promise to pay to the order of LEHMAN BROTHERS HOLDINGS INC., a
Delaware corporation ("Payee"), at its principal place of
business at 3 World Financial Center, New York, New York 10285,
or at such place as the holder hereof may from time to time
designate in writing, the principal sum of Fourteen Million and
00/100 Dollars (the "Loan"), in lawful money of the United States
of America, with interest thereon to be computed on the unpaid
principal balance from time to time outstanding at the Applicable
Interest Rate (as such term is defined in Section 2 hereof), and
to be paid in installments as follows:

          (a)  A payment of interest only on the first day  of
the first full calendar month after the date hereof; and

          (b)  Monthly  payments of interest only calculated from
time to time in accordance with Section 3 hereof, on  the first
day of each calendar month beginning with the second full
calendar month after the date hereof.

          The  entire outstanding principal balance, together
with  accrued  and  unpaid interest and any other  amounts  due
under this Note, shall be due and payable on the maturity  date
of the Loan, as determined in accordance with Section 1 hereof.

     1.   LOAN TERM.

     (a)  The Loan shall be for a term of three years, and shall
mature on the third anniversary of the first day of  the first
full  calendar  month following  the  date  hereof (the "Initial
Maturity Date").

     (b)  A portion of the Loan, in the amount of $12,000,000.00, is
being advanced as of the date hereof.  A portion of the Loan, in
the amount of $2,000,000.00, will be advanced as necessary to pay
capital improvement costs, tenant improvements costs, moving
costs and working capital needs relating to the Mortgaged
Property (as such term is defined in Section 5 hereof), as more
particularly set forth in that certain Repair Escrow Agreement
between Maker and Payee dated as of the date hereof.

          (c)   Maker shall have the option to extend the term of
the Loan for an additional 12-month period beginning on the first
day  following the Initial Maturity Date (the "Extension Period")
and, if so extended, the Loan shall  mature  on  the fourth
anniversary of the first day of the first full calendar month
following the date hereof (the "Extended Maturity Date"; the
Initial  Maturity Date or the Extended Maturity  Date,  as
applicable,  the "Applicable Maturity Date"),subject to
satisfaction of the following conditions:
<PAGE>
          (i)   Not  less  than 45 days prior to  the
Initial Maturity  Date, Maker shall give Payee written  notice
of its election to extend the term of the Loan (the "Election
Notice");
          (ii) The Election Notice shall be accompanied by the
payment  of  an extension fee in the amount of two  (2.0%)
percent of the then outstanding principal balance  of  the Loan;
and
          (iii) At the time the Election Notice is
given, no Event of Default (as such term is defined in Section 7
hereof) shall have occurred, and no event which, with the passage
of time or the giving of notice, or both,  would constitute an
Event of Default, shall have occurred and be continuing.

     2. APPLICABLE INTEREST RATE.

     (a)  Interest on the Loan shall accrue and be payable
at  LIBOR  (as such term is defined in subsection (b)  of  this
Section) plus the applicable Spread (as such term is defined in
subsection (c) of this Section) as calculated from time to time
(the "LIBOR Rate").

     (b)   As used herein, the term "LIBOR", with
respect to  the  relevant Interest Period (as such term is
defined  in this subsection),  shall  mean the  rate  per  annum
(rounded upwards,  if necessary, to the nearest onesixteenth
(1/16)  of one (1%) percent) reported on the date two "Eurodollar
Business Days" (as such term is defined in this subsection) prior
to the first day  of such Interest Period, as reported in The Wall Street
Journal as the London Interbank Offered Rate  for  U.S. dollar
deposits  having  a term comparable  to  such  Interest Period
and  in an amount of $1,000,000.00 or more (or  if  The Wall
Street Journal shall cease to be publicly available or  if the
information  contained  in The  Wall Street  Journal,  in Payee's
judgment, shall cease to accurately reflect such London Interbank
Offered Rate, then LIBOR shall be as reported by  any publicly
available source of similar market data selected  by Payee that,
in Payee's sole judgment, accurately reflects  such London
Interbank  Offered Rate).  The term "Interest Period" shall  mean
the respective 30-day term of a particular  LIBOR contract.   The
term "Eurodollar Business Day" shall mean  any day that is not a
Saturday, a Sunday or a day on which banks in the  City of London
are required or permitted to be closed  for interbank  or foreign
exchange transactions.  LIBOR  shall  be adjusted for reserves.
     
     (c) As used in this Note, the term "Spread" shall
mean the number of basis points added to LIBOR to determine the
LIBOR Rate from time to time.  During the term of the Loan, the
Spread shall be 400 basis points (4.0%).

     (d) As  used  in  this Note the term "Applicable
Interest Rate" shall mean the greater of: (i) the LIBOR Rate as
applicable from time to time; and (ii) seven (7.0%) percent.

     3. CALCULATION OF INTEREST; APPLICATION OF PAYMENTS.

     (a)  Interest on the outstanding principal
balance of this  Note shall be calculated by
multiplying the actual number of  days  elapsed in any given
payment period by a  daily  rate based on a 360-day year.

     (b)   The  LIBOR  Rate, and the amount  of interest
payable  monthly,  shall be recalculated at each  LIBOR  reset
date.

<PAGE>
     (c) Payments under this Note shall be  applied  in accordance
with that certain Loan Agreement dated as  of  the date  hereof  
between Maker and Payee (the "Loan Agreement"). All amounts due under
this Note shall  be payable  without setoff, counterclaim or any other 
deduction whatsoever.

     4. DEFERRED FINANCING FEE.

     Maker  shall pay to Payee, in addition to any  other
amounts  due hereunder, a deferred financing fee of $140,000.00
(the  "Deferred Financing Fee").  The Deferred Financing Fee
shall accrue  and be fully earned on the date of  closing and
funding  of  the  Loan, and shall be payable on the  Applicable
Maturity  Date, or upon the earlier repayment of the  Loan,  at
maturity, by acceleration or otherwise.

     5. SECURITY FOR THE LOAN.

     (a) This Note is secured by: (i) mortgage instruments
(collectively, the "Mortgages") affecting the real property and
improvements located at 5000 East Via Estancia Miraval, Tucson,
Arizona (also known as 16600 North Lago del Oro Parkway, Tucson,
Arizona and/or 16500 North Lago del Oro Parkway, Tucson,
Arizona), and real property on which is or will be located the
psychiatric hospital and behavioral health center operated by or
on behalf of Sierra, Borrower or their respective affiliates, as
the case may be, and the improvements on such real property
(collectively, the "Mortgaged Property"); (ii) an Assignment of
Leases and Rents dated as of the date hereof from Maker to Payee
(the "Assignment"); (iii) an Environmental Indemnity Agreement
dated as of the date hereof among Payee, Maker and NextHealth,
Inc. (the "Environmental Agreement"); and (iv) such other
documents now or hereafter executed by Maker and/or others and by
or in favor of Payee, which wholly or partially secure or
guarantee payment of this Note including, without limitation, any
collateral assignments and reserve and/or escrow accounts (such
other documents, collectively, the "Other Security Documents").

     (b)  As used herein, the term "Loan Documents" means,
collectively, this Note, the Mortgages, the Loan Agreement, the
Assignment,  the  Environmental Agreement, the  Other  Security
Documents   and  any and  all  other  documents  executed   in
connection with the Loan.

     6. LATE CHARGE.  If any sum payable under this Note
is  not paid prior to the tenth (10th) day after the date  such
payment  is due or if the entire Debt (as such term is  defined
in  Section  7 hereof) is not paid on or before the  Applicable
Maturity Date, Maker shall pay to Payee on demand an additional
amount  equal to five (5%) percent of such unpaid sum to defray
the  expenses incurred by Payee in handling and processing such
delinquent payment and to compensate Payee for the loss of  the
use  of  such delinquent payment, and such  additional  amount
shall be secured by the Mortgages, the Assignment and the Other
Security Documents.

      7. EVENTS  OF  DEFAULT.  The entire outstanding principal balance 
of this Note, together with all accrued and unpaid  interest thereon and 
all other sums due under the  Loan Documents including, without limitation, 
the Deferred Financing Fee  (all such sums, collectively, the
"Debt"), or any  portion thereof,  shall  without notice  become
immediately  due  and payable at the option of Payee: (a) if any
payment required  in this Note is not paid prior to the tenth
(10th) day after the date when due or on the Applicable Maturity
Date; (b) upon  the occurrence  of any other default under this
Note; or  (c)  upon the  happening  of  any other Event of
<PAGE>

Default  under  and  as defined in the Loan Agreement (each of
the foregoing, an "Event of Default").  In the event that Payee
retains  counsel to collect  the  Debt  or  to  protect or
foreclose the  security provided  in connection herewith, Maker
also agrees to  pay  on demand  all  costs  of collection
incurred by Payee,  including reasonable attorneys' fees for the
services of counsel  whether or not suit be brought.

     8. DEFAULT RATE INTEREST.  Maker does hereby agree
that  upon  the  occurrence of an Event of  Default, including
Maker's  failure  to  pay the Debt in full on  the  Applicable
Maturity  Date, Payee shall be entitled to receive,  and  Maker
shall pay, interest on the entire outstanding principal balance
and  any other amounts due at the rate equal to the lesser  of
(a)  the maximum rate permitted by applicable law; and (b)  the
greater  of  (i) the Applicable Interest Rate plus  three  (3%)
percent  or  (ii) the Prime Rate (as hereinafter defined)  plus
four (4%) percent (the lesser of such rates in (a) or (b),  the
"Default Rate"); provided, however, that with
respect  to  an Event of Default of the type described in Section
24(a) of  the Loan  Agreement, such rate of interest shall  apply
from  and after the  date on which any such payment is due,
without any period  of  grace  or cure.  The "Prime Rate" shall
mean  the annual rate of interest publicly announced by Citibank,
N.A. in New York, New York, as its base rate, as such rate shall
change from time to time.  If Citibank, N.A. ceases to announce a
base rate,  Prime Rate shall mean the rate of interest published
in The  Wall  Street Journal from time to time as the Prime
Rate. If  more  than one Prime Rate is published in The  Wall
Street Journal  for a  day, the average of the Prime Rates  shall  
be used, and such average shall be rounded up to the nearest one-quarter  
of  one (3%) percent.  Interest shall  accrue  and  be payable at the
Default Rate from the occurrence of the Event of Default until
all such Events of Default have been fully cured. Interest  at
the Default Rate shall be added to the Debt,  and shall  be
deemed secured by the Mortgages, the Assignment and the Other Security 
Documents.  This provision, however, shall not  be construed as an agreement
or privilege to  extend the date  of the payment of the Debt, nor as a 
waiver of any other right  or  remedy accruing to Payee by reason of the
occurrence of any Event of Default.

     9. PREPAYMENT.  The principal balance of this Note
may  be  prepaid, in whole or, in connection with a release  of
collateral  under  Section 61 of the Loan Agreement,  in  part,
upon:  (a) not less than 60 days prior written notice to  Payee
specifying  the date on which prepayment is to be  made,  which
date shall  in  all  events be the first  business  day
of  a calendar month (the "Prepayment Date"); (b) payment of
accrued interest to and including the Prepayment Date; and (c)
payment of all other sums then due under this Note, the Loan
Agreement, the Mortgages, the Assignment and the Other Security
Documents including, without limitation, the Deferred Financing
Fee.  If any  such  notice of prepayment is given, the principal
amount set forth in such notice and the other sums required under
this Section shall be due and payable on the Prepayment Date.

     10. LIMITATIONS ON RECOURSE.  (a)  Subject to  the
qualifications  set  forth  in this Section, Payee  shall  not
enforce  the  liability and obligation of Maker to perform  and
observe  the obligations contained  in  this  Note,  the  Loan
Agreement, the Mortgages, the Assignment or the Other Security
Documents  by an action or proceeding wherein a money  judgment
shall  be sought against Maker, except that Payee may  bring  a
foreclosure action, an action for specific performance  or  any
other  appropriate  action or proceeding  to  enable Payee  to
enforce  and  realize  upon  this  Note, the  Mortgages,   the
Assignment, the Other Security Documents, and the interests  in
the  Mortgaged Property and any other collateral given to Payee
pursuant  to  the  Mortgages,  the  Assignment  and the  Other
Security   Documents;  provided, however, that, except as
specifically provided in this Section, any judgment in any such
action or proceeding shall be enforceable against Maker only to
the extent of Maker's interest in the Mortgaged Property and in
any  other collateral given to Payee. Payee, by accepting this
Note, the Loan Agreement, the Assignment, the Mortgages and the
Other Security Documents, agrees that it shall  not  sue  for,
seek or  demand any deficiency judgment against Maker  in any
<PAGE>

such action or proceeding, under, by reason of or in connection
with  the  Mortgages, the Loan Agreement, the  Assignment,  the
Other Security Documents or this Note.  The provisions of  this
Section shall not, however: (i) constitute a waiver, release or
impairment  of  any  obligation evidenced or  secured  by  the
Mortgages, the Loan Agreement, the Assignment, the
Environmental Agreement or the Other Security Documents or this
Note;  (ii) impair the right of Payee to name Maker as a  party
defendant in any action or suit for foreclosure and sale  under
the Mortgages; (iii) affect the validity or enforceability  of
any guaranty or indemnity made in connection with the Mortgages, the Loan
Agreement, this Note, the Assignment or the Other Security
Documents; (iv) impair the right  of  Payee to obtain   the
appointment  of  a  receiver;  (v) impair   the enforcement of
the Assignment; (vi) impair the right of Payee to bring suit with
respect to fraud or intentional misrepresentation  by Maker or
any other person  or  entity  in connection  with the Mortgages,
the Loan Agreement, this  Note, the Assignment,  the
Environmental  Agreement  or  the Other Security   Documents; or
(vii)affect the validity  or enforceability  of  the
Environmental Agreement  or  limit  the liability of Maker or any
other party thereunder.

     (b)  Nothing herein shall be deemed to be a waiver of
any  right  which Payee may have under Section 506(a),  506(b),
1111(b) or any other provisions of the U.S. Bankruptcy Code  to
file  a claim for the full amount of the Debt secured  by
the Mortgages  or to require that all collateral shall continue
to secure  all of the debt owing to Payee in accordance with
this Note,  the  Loan Agreement, the Mortgages, the Assignment,
the Environmental Agreement and the Other Security Documents.

     (c)  Notwithstanding the foregoing provisions of this
Section  or  any  other provision in the Loan Documents,  Maker
shall be fully liable for and shall indemnify Payee for any and
all  loss, cost, liability, judgment, claim, damage or  expense
sustained,  suffered  or incurred by Payee (including,  without
limitation,  Payee's  attorneys' fees) arising out of or
attributable or relating to:
          
          (i) fraud or misrepresentation by Maker in
     connection with the Loan;

          (ii) the gross negligence or willful misconduct of Maker, its
     agents or employees, or physical waste of the Mortgaged Property;

          (iii) the  breach  of provisions  in  the  Loan Agreement
     concerning  environmental laws, hazardous substances and
     asbestos, and any indemnification of Payee therein with respect
     to such environmental laws, hazardous substances and asbestos;

          (iv)  the removal or disposal of any portion of the
     Mortgaged  Property  after default under  this Note,  the
     Mortgages, the  Loan  Agreement,  the Assignment, the
     Environmental Agreement or any Other Security Document;
     
          (v)  the misapplication or conversion by Maker  of:
     (A) any insurance proceeds paid by reason of  any loss, damage
     or destruction to the Mortgaged Property; (B)  any awards  or
     other amounts received in connection  with  the condemnation  of
     all  or  a portion  of  the Mortgaged Property; or (C)  rents,
     issues,  profits, proceeds, accounts, or other amounts received
     by Maker (in the  case of clause (C) following an Event of
     Default);

          (vi)  Maker's  failure  to pay  taxes, assessments, charges  
     for labor or materials or other charges that can result in liens on 
     any portion of the Mortgaged Property;
<PAGE>

          (vii) the deductible amount in respect  of  any earthquake
     hazard insurance maintained in respect  of the Mortgaged Property;

          (viii) the  costs incurred by  Payee  (including attorneys'
     fees) in connection with  the  collection or enforcement of the
     Debt; and

          (ix)  any  security  deposits  or  advance deposits
     collected with respect to the Mortgaged Property which are not
     delivered to Payee upon a foreclosure of the Mortgaged Property
     or action in lieu thereof.
     
          (d)  Notwithstanding the foregoing, the agreement of
Payee not  to  pursue  recourse liability  as  set  forth  in
subsection (a) above SHALL BECOME NULL AND VOID and shall be of no
further  force  or  effect in the event  of: (i) Maker's failure
to permit on-site inspections of the Mortgaged Property or  to
provide financial reports and information pertaining  to the
Mortgaged Property as required by the Loan Agreement; (ii) any
financial information concerning Maker or any guarantor  of the
Loan  proving to be fraudulent in any respect,  containing any
fraudulent information or misrepresenting in any  material
respect  the financial condition of Maker or any guarantor  of
the Loan;  (iii)  Maker's failure to  obtain  Payee's written
consent  to any subordinate financing; (iv) Maker's failure  to
obtain Payee's  prior written consent to any transfer  of  the
Mortgaged Property or of any ownership interest in Maker, where
such consent  is required; (v) the Mortgaged Property  or any
part thereof becoming an asset in (A) a voluntary bankruptcy or
insolvency proceeding in which Maker or NextHealth, Inc. is the
debtor, or (B) an involuntary  bankruptcy or insolvency proceeding
in  which  Maker is the debtor  and  which  is  not dismissed
within 90 days of filing (except if such involuntary proceeding
is brought by Payee); (vi) the failure of  Maker  to comply  with
the  provisions of Section  11  (SINGLE  PURPOSE ENTITY) of the
Loan Agreement; or (vii) Maker's contest of  the validity or
enforceability of the Loan Documents  or  asserts defenses  for
the  sole  purpose  of  delaying, hindering  or impairing Payee's
rights under the Loan Documents.

     11.  NO USURY.  Maker agrees to an effective rate of
interest that is the rate stated above plus any additional rate
of  interest resulting from any other charges in the nature  of
interest paid by or on behalf of Maker, or any benefit received
or  to be received by Payee, in connection with this Note.  It is
expressly stipulated and agreed to be the intent of  Maker and
Payee at all times to comply with applicable state law  or
applicable  United States federal law (to the  extent  that  it
permits  Payee to  contract  for, charge,  take,  reserve,  or
receive a greater amount of interest than under state law)  and
that  this  Section  shall  control every other  covenant  and
agreement  in this Note and the other Loan Documents.   If the
applicable law (state or federal)is   ever judicially interpreted
so  as to render usurious any amount  called  for under
this  Note or under any of the other Loan Documents, or
contracted  for,  charged, taken, reserved,  or received  with
respect  to the Debt, or if Payee's exercise of the  option  to
accelerate  the maturity of this Note, or if any prepayment  by
Maker  results in Maker having paid any interest in  excess  of
that permitted  by  applicable law, then  it  is  Maker's and
Payee's  express  intent  that all excess amounts  theretofore collected  
by Payee shall be credited on the principal balance of this Note and all 
other Debt (or, if this Note and all other Debt have  been or would thereby 
be paid in full, refunded to Maker),  and  the provisions of this Note and
the other  Loan Documents  immediately  be  deemed reformed  and
the  amounts thereafter collectible  hereunder and thereunder reduced, 
without the necessity of the execution of any new documents, so as  to
comply with the applicable law and so as to permit  the recovery
of the fullest amount otherwise called for  hereunder or
thereunder. All sums paid or agreed to be paid to Payee for the
use, forbearance, or detention of the Debt shall,  to the extent
permitted  by  applicable law, be amortized,  prorated,
allocated,  and spread throughout the full stated term  of  the
<PAGE>

Debt  until payment  in full so that the  rate  or  amount  of
interest  on  account of the Debt does not exceed
the  maximum lawful  rate from time to time in effect and
applicable to  the Debt  for  so long as the Debt is outstanding.
Notwithstanding anything  to  the contrary contained herein or in
any  of  the other Loan  Documents,  it is not the intention  of
Payee to accelerate the maturity of any interest that has not
accrued at the  time  of such acceleration or to collect unearned
interest at the time of such acceleration.

     12. TRANSFERS NOT PERMITTED.  Without  the
prior written  consent  of  Payee,  Maker  shall  not sell,
convey, alienate, mortgage, encumber, pledge or otherwise
transfer,  or permit  the transfer of, directly or indirectly,
the  Mortgaged Property  or ownership interests of Maker, except
as  permitted in the Loan Agreement.

     13.  AUTHORITY.  Maker represents that Maker has full power,
authority  and  legal right  to
execute,  deliver  and perform  its  obligations pursuant to this
Note, the  Mortgages and  the other Loan Documents and that this
Note, the Mortgages and the  other  Loan Documents constitute
valid  and binding obligations of Maker.

     14. NOTICES. All notices or other communications required or permitted 
to be given pursuant hereto  shall  be given in the manner specified in 
the Loan Agreement directed to the parties at their respective addresses 
as provided therein.

     15.  WAIVER OF JURY TRIAL.  MAKER HEREBY AGREES NOT TO ELECT A TRIAL 
BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND  WAIVES ANY RIGHT TO 
TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER 
EXIST WITH REGARD TO THIS NOTE,  THE  LOAN  AGREEMENT, THE MORTGAGES, OR THE
OTHER  LOAN DOCUMENTS,  OR ANY CLAIM, COUNTERCLAIM OR OTHER
ACTION  ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO
TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY MAKER, AND IS INTENDED 
TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE  RIGHT
TO TRIAL BY JURY WOULD OTHERWISE ACCRUE. PAYEE IS HEREBY AUTHORIZED  TO
FILE A COPY  OF  THIS  SECTION  IN  ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER BY MAKER.

     16.  GOVERNING LAW.  This Note shall be governed  by
and construed in accordance with the laws of the State in which
the  real  property encumbered by the Mortgages is located  and
the applicable laws of the United States of America.
     
     17.  MISCELLANEOUS.
     
     (a)  No release of any security for the Debt or  any
person liable for payment of the Debt, no extension of time for
payment  of  this  Note  or any  installment  hereof,  and  no
alteration, amendment or waiver of any provision of  the  Loan
Documents made by agreement between Payee and any other  person
or  party shall release, modify, amend, waive, extend,  change,
discharge, terminate or affect the liability of Maker, and  any
other  person or party who might be or become liable  for  the
payment  of  all  or  any  part of the  Debt,  under the  Loan
Documents.

     (b)  Maker and all others who may become liable  for
the  payment of all or any part of the Debt do hereby severally
waive  presentment and demand for payment, notice of  dishonor,
<PAGE>

protest, notice of protest, notice of non-payment,  notice  of
intent to accelerate the maturity hereof and of acceleration.

     (c)  This Note may not be modified,
amended, waived, extended,  changed, discharged or terminated
orally or  by  any act  or failure to act on the part of Maker or
Payee, but  only by  an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.

     (d)  Whenever used, the singular number shall include the
plural, the plural the singular, and the words "Payee" and
"Maker"  shall include their respective  successors, assigns,
heirs, executors and administrators.
   
     (e)   If  Maker consists of more than one person  or
party,  the obligations and liabilities of each such person  or
party shall be joint and several.

     IN WITNESS WHEREOF, Maker has duly executed this Note on the
day and year first above written.

                                  MAKER:
               
                                  SIERRA HEALTH-STYLES, INC.
                     

                                  By: /s/  William T. O'Donnell, Jr.
                                  -----------------------------------
                                      Name:  William T. O'Donnell, Jr.
                                     Title:  President


                                  SIERRA TUCSON, L.L.C.
 
                                  By:  NextHealth, Inc.
                                       Managing Member


                                       By:/s/William T. O'Donnell,Jr.
                                       ------------------------------
                                          Name: William T. O'Donnell,Jr.
                                         Title: President 

<PAGE>
                           ACKNOWLEDGMENTS

STATE OF ILLINOIS   )
                    )  ss.
COUNTY OF COOK      )


          The foregoing instrument was acknowledged before  me
this 5th day of August, 1998, by WILLIAM T. O'DONNELL, JR., the
PRESIDENT   of   Sierra Health-Styles,   Inc.,   a   Delaware
corporation, on behalf of that corporation.

          IN  WITNESS  WHEREOF, I hereunto  set  my hand  and
official seal.

          /s/ Theresa M. Bauer 
          ---------------------
              Notary Public

My commission expires:

     6/5/99
----------------------
[Seal]


STATE OF ILLINOIS   )
                    )  ss.
COUNTY OF COOK      )


          The foregoing instrument was acknowledged before  me
the  5th day of August, 1998, by WILLIAM T. O'DONNELL, JR., the
PRESIDENT  of  NextHealth, Inc. a  Delaware  corporation,  the
Managing  Member of Sierra Tucson, L.L.C., a Delaware  limited
liability company, on behalf of that limited liability company.

          IN  WITNESS  WHEREOF, I hereunto  set  my hand  and
official seal.


          /s/ Theresa M. Bauer 
          --------------------
            Notary Public

My commission expires:

     6/5/99
----------------------
[Seal]