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                                                                  EXHIBIT 10.2



                       AMENDMENT TO STOCKHOLDERS AGREEMENT

         This AMENDMENT, dated December 19, 2000 ("Amendment"), to that certain
STOCKHOLDERS AGREEMENT, dated as of October 8, 1999, as amended (the
"Stockholders Agreement"), by and among IASIS Healthcare Corporation ("IASIS"),
JLL Healthcare, LLC ("JLL"), BTIP/BERENSON MINELLA ("BTIP"), and BERENSON
MINELLA INVESTMENTS LLC ("BMI") (BTIP and BMI hereinafter referred to
individually as a "BMC Party" and collectively as the "BMC Parties" and the BMC
Parties and JLL hereinafter referred to collectively as the "Stockholders").

         WHEREAS, PHC/CHC Holdings, Inc. ("Holdings") owned 80,000 shares of
Common Stock of IASIS as of October 8, 1999 (the "IASIS Shares");

         WHEREAS, Holdings is (and was as of October 8, 1999) the direct or
indirect, wholly-owned subsidiary of Paracelsus Healthcare Corporation ("PHC");

         WHEREAS, the Stockholders Agreement was originally signed by PHC and
was not signed by Holdings;

         WHEREAS, PHC subsequently assigned to Holdings (i) all of PHC's right,
title and interest in the Stockholders Agreement and (ii) any interest in the
IASIS Shares that PHC may have been deemed to have as a result of its being a
party to the Stockholders Agreement;

         WHEREAS, on or before the date hereof, Holdings (i) sold 40,000 of the
Iasis Shares to the BMC Parties and (ii) granted to the BMC Parties an option to
purchase the remaining 40,000 Iasis Shares under certain circumstances (the
Iasis Shares that were purchased by the BMC Parties on or before the date hereof
and any Iasis Shares that the BMC Parties purchase hereafter are referred to
herein as the "BMC Shares"), in each case pursuant to a certain Stock Purchase
Agreement among Holdings and the BMC Parties (the "Sale");

         WHEREAS, as a condition of the closing of the Sale, Holdings and the
BMC Parties executed that certain Counterpart Signature Page to the Stockholders
Agreement pursuant to which the BMC Parties became parties thereto; and

         WHEREAS, the BMC Parties, JLL and Iasis wish to amend the Stockholders
Agreement to address certain issues described below;

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties, intending to be legally bound, hereby agree as follows:

                               W I T N E S S E T H
                               - - - - - - - - - -

         1) IASIS and the Stockholders agree that effective as of the date
hereof, (i) each BMC Party who has become a party to the Stockholders Agreement
pursuant to the Counterpart Signature Page shall be deemed a Stockholder
thereunder and succeed to all of the rights and obligations of PHC and Holdings
thereunder with respect to the BMC Shares (ii) the BMC Shares shall continue to
be Registrable Securities following the transactions contemplated by this
Amendment; and (iii) for purposes of Section 5.01 of the Stockholders Agreement,
the shares of IASIS Common Stock held

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by the BMC Parties collectively shall be used in calculating percentage
ownership of the BMC Parties and the number of Demand Registrations to which the
BMC Parties are entitled.

         IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the
terms and provisions of this Amendment as of the date first above written.


                                    IASIS HEALTHCARE CORPORATION

                                    By: /s/ Wayne Gower
                                       ------------------------------------
                                       Name:  C. Wayne Gower
                                       Title: President and Chief Operating
                                              Officer


                                    JLL HEALTHCARE, LLC

                                    By: /s/ Jeffrey C. Lightcap
                                       ------------------------------------
                                       Name:  Jeffrey C. Lightcap
                                       Title: Senior Managing Director


                                    BTIP/BERENSON MINELLA

                                    By:    Berenson Minella & Company, Inc.
                                    Title: General Partner

                                    By: /s/ Gregg Feinstein
                                       -----------------------------------
                                        Gregg Feinstein, Managing Director
                                        & Chief Operating Officer


                                    BERENSON MINELLA INVESTMENTS LLC

                                    By:    Berenson Minella & Company, Inc.
                                    Title: Senior Managing Member

                                    By: /s/ Gregg Feinstein
                                       ---------------------------------------
                                        Gregg Feinstein, Managing Director
                                        & Chief Operating Officer





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