<PAGE>
                                                                  EXHIBIT 10.2.1


                               FIRST AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of June 3, 2003 (this "Amendment"), to the Existing Credit Agreement
(as defined below) is made by USP DOMESTIC HOLDINGS, INC., a Delaware
corporation (the "US Borrower"), USPE HOLDINGS LIMITED, a company incorporated
in England and Wales (the "UK Borrower", and together with the US Borrower,
collectively the "Borrowers" and each individually a "Borrower") and the Lenders
(such capitalized term and other capitalized terms used in this preamble and the
recitals below to have the meanings set forth in, or are defined by reference
in, Article I below).

                                   WITNESSETH:

         WHEREAS, the Borrowers, the Lenders, SunTrust Bank, as the
Administrative Agent, Lehman Commercial Paper, Inc., as the Syndication Agent,
and Credit Suisse First Boston Bank, as the Documentation Agent, are all parties
to the Second Amended and Restated Credit Agreement, dated as of November 7,
2002 (the "Existing Credit Agreement", and as amended by this Amendment and as
the same may be further amended, supplemented, amended and restated or otherwise
modified from time to time, the "Credit Agreement"):

         WHEREAS, the Borrowers have requested that the Lenders amend certain
provisions of the Existing Credit Agreement and the Lenders are willing, on the
terms and subject to the conditions hereinafter set forth, to amend the Existing
Credit Agreement as set forth below;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto hereby covenant and agree as
follows:

                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.1 Certain Definitions. The following terms when used in this
Amendment shall have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):

        "Amendment" is defined in the preamble.

        "Borrowers" is defined in the preamble.

        "Credit Agreement" is defined in the first recital.

        "Existing Credit Agreement" is defined in the first recital.

        "First Amendment Effective Date" is defined in Article III.

<PAGE>


         SECTION 1.2 Other Definitions. Terms for which meanings are provided in
the Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Amendment with such meanings.

                                    ARTICLE 2

                         AMENDMENT TO CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the First Amendment
Effective Date, the provisions of the Existing Credit Agreement referred to
below are hereby amended in accordance with this Article II. Except as expressly
so amended, the Existing Credit Agreement shall continue in full force and
effect in accordance with its terms.

         SECTION 2.1 Modification of Article I. Article I of the Existing Credit
Agreement is hereby amended as follows:

                  SECTION 2.1.1 Section 1.1 of the Existing Credit Agreement is
         hereby amended by inserting the following definition in such Section in
         the appropriate alphabetical sequence:

                           "Amendment No. 1" means the First Amendment to Second
                  Amended and Restated Credit Agreement, dated as of June 3,
                  2003, to this Agreement.

                  SECTION 2.1.2 Section 1.1 of the Existing Credit Agreement is
         hereby further amended by replacing the first parenthetical set forth
         in the definition of "Net Disposition Proceeds" (currently "(whether
         pursuant to clause (d) of Section 8.2.12 or otherwise)") with the
         following: (whether pursuant to clause (y) of subsection (a) of Section
         8.2.12 or otherwise).

                  SECTION 2.1.3 Section 1.1 of the Existing Credit Agreement is
         hereby further amended by amending the definition of "Permitted Foreign
         Investment" in its entirety to read as follows:

                           "Permitted Foreign Investment" means an Investment by
                  the Borrowers in Foreign Subsidiaries of Holdings located in
                  Western Europe (other than in Spain) in which the following
                  conditions are satisfied:

                                    (a)      immediately before and after giving
                           effect to such Investment, no Default shall have
                           occurred and be continuing or would result therefrom;
                           and

                                    (b)      such Borrower shall have delivered
                           to the Administrative Agent a Compliance Certificate
                           for the period of four full Fiscal Quarters
                           immediately preceding such Investment (prepared in
                           good faith and in a manner and using such methodology
                           which is consistent with the most recent financial
                           statements delivered pursuant to Section 8.1.1)
                           giving pro forma effect to the consummation of such
                           Investment and evidencing compliance with the
                           covenants set forth in Section 8.2.4.


                                       2
<PAGE>


          SECTION 2.2 Modification of Article VIII. Article VIII of the Existing
 Credit Agreement is hereby amended as follows:

                  SECTION 2.2.1 Section 8.2.5 of the Existing Credit Agreement
          is hereby amended by restating clause (h) thereto to read as follows:

                           (h) Investments constituting Permitted Foreign
                  Investments in an aggregate amount not to exceed $25,000,000
                  during the term of this Agreement;

                  SECTION 2.2.2 Section 8.2.12 of the Existing Credit Agreement
         is hereby amended and restated in its entirety as follows:

                           Section 8.2.12 Permitted Dispositions.

                           (a)      Neither Borrower will, nor will it permit
                  any of its Consolidated Entities to, Dispose of any of such
                  Borrower's or such Consolidated Entity's assets (including
                  accounts receivable and Equity Interests of Consolidated
                  Entities) to any Person in one transaction or series of
                  transactions unless such Disposition is (v) inventory or
                  obsolete property Disposed of in the ordinary course of its
                  business, (w) permitted by Sections 8.1.10 and 8.2.11, (x)
                  Dispositions of Equity Interests in Operating Entities to
                  physicians in the ordinary course of business, (y) (i) such
                  Disposition is for fair market value and, unless otherwise
                  agreed to by the Administrative Agent, the consideration
                  received shall consist of no less than 80% in cash, (ii) the
                  Net Disposition Proceeds received from such Disposition,
                  together with the Net Disposition Proceeds of all other assets
                  Disposed of pursuant to this clause since the Closing Date,
                  does not exceed (individually or in the aggregate)
                  $15,000,000, and (iii) the Net Disposition Proceeds from such
                  Disposition are applied pursuant to Sections 3.1.1 and 3.1.2.
                  or (z) a Disposition of real property permitted under Section
                  8.2.16 hereof and the Net Disposition Proceeds from such
                  Disposition are applied pursuant to Sections 3.1.1 and
                  3.1.2.

                           (b)      Notwithstanding the provisions of subsection
                  (a) set forth above or the provisions of other sections of
                  this Agreement referenced therein, OrthoLink Physicians
                  Corporation (a US Subsidiary Guarantor hereinafter referred to
                  as "OrthoLink") may sell certain of its accounts receivable in
                  accordance with the terms, and to such physicians groups
                  specifically named therein, of those certain Service
                  Agreements, as amended, set forth on Schedule 8.2.12(b)
                  attached hereto (the "Service Agreements"; the accounts
                  receivable referenced in said Service Agreements as "A/R
                  Amount" are referred to herein as the "OrthoLink Receivables"
                  and the physicians groups parties thereto are referred to
                  herein as the "OrthoLink Receivables Purchasers"). In
                  accordance with the Second Amendments to the Service
                  Agreements (such amendments being described on Schedule
                  8.2.12(b)), if OrthoLink has not received full payment in cash
                  for its sale of the OrthoLink Receivables from the OrthoLink
                  Receivables Purchasers on or before September 30, 2003,
                  OrthoLink shall receive from the applicable OrthoLink
                  Receivables Purchasers as payment for


                                       3
<PAGE>


                  the remaining OrthoLink Receivables (i) a Promissory Note and
                  Security Agreement in substantially the form of Exhibit
                  8.2(ii) attached thereto and Exhibit G attached hereto and
                  (ii) a Guaranty in substantially the form of Exhibit 8.2(ii)
                  attached thereto and Exhibit H attached hereto (collectively,
                  the "OrthoLink Receivables Loan Documents"). On or before
                  October 15, 2003, OrthoLink shall assign to Administrative
                  Agent, on behalf of the Lenders, as collateral hereunder all
                  such OrthoLink Receivables Loan Documents required to be
                  delivered to OrthoLink in accordance with the terms of the
                  Service Agreements pursuant to, and will perform the
                  obligations and conditions contained in, an Assignment and
                  Security Agreement in substantially the form of Exhibit I
                  attached hereto. The Net Disposition Proceeds of the OrthoLink
                  Receivables (whether delivered by the OrthoLink Receivables
                  Purchasers in cash on or before September 30, 2003 or pursuant
                  to the terms of the OrthoLink Receivables Loan Documents)
                  shall be applied as follows: (i) immediately upon receipt, 50%
                  of said Net Disposition Proceeds shall be applied to the
                  outstanding principal balance of the Loan; and (ii) within one
                  (1) year of receipt, the remaining 50% shall be used for
                  Investments and Permitted Acquisitions or applied to the
                  outstanding principal balance of the Loan. In connection with
                  Lender's agreement to permit the disposition of the OrthoLink
                  Receivables as set forth in this Section 8.2.12(b), Borrowers
                  agree in addition to the foregoing as follows: (A) Section 8.2
                  of the Service Agreements, as amended by the Second Amendments
                  to the Service Agreements, or such other section of the
                  Service Agreements addressing the balance on OrthoLink's books
                  and records of the accounts receivable advanced by OrthoLink
                  pursuant to the Services Agreements, shall not be further
                  amended, modified, or changed without the Administrative
                  Agent's prior written consent, (B) OrthoLink Receivables will
                  only be sold to OrthoLink Receivables Purchasers, (C) no
                  OrthoLink Receivables will be sold, assigned, or transferred
                  for less than the net book value of such receivable, and (D)
                  Borrowers shall give Administrative Agent an accounting of the
                  use of the Net Disposition Proceeds not applied to the
                  outstanding balance of the Loan a year after receipt of such
                  Proceeds.

         Section 2.3 Modification of Schedules and Exhibits. Schedule 8.2.12(b),
Exhibit G, Exhibit H and Exhibit I attached to this Amendment are hereby added
to the Schedules and Exhibits of the Existing Agreement.

                                    ARTICLE 3

                          CONDITIONS TO EFFECTIVENESS

         This Amendment and the amendments contained herein shall become
effective on the date (the "First Amendment Effective Date") when each of the
conditions set forth in this Article III shall have been fulfilled to the
satisfaction of the Administrative Agent.

         Section 3.1 Counterparts. The Administrative Agent shall have received
counterparts hereof executed on behalf of the Borrowers and each Lender. The
delivery of an executed counterpart hereof by the Borrowers shall constitute a
representation and warranty by the


                                       4
<PAGE>


Borrowers that, on the First Amendment Effective Date, after giving effect to
this Amendment, all statements set forth in clauses (a), (b), and (c) of Section
6.2.1 of the Existing Credit Agreement are true and correct as of such date,
except to the extent that any such statement expressly relates to an earlier
date (in which case such statement was true and correct on and as of such
earlier date).

         SECTION 3.2 Amendment Fee. The Borrower shall pay to Administrative
Agent on or before the First Amendment Effective Date, for the ratable benefit
of the Lenders, an amendment fee of $115,000.

         SECTION 3.3 Satisfactory Legal Form. The Administrative Agent and its
counsel shall have received all information, and such counterpart originals or
such certified or other copies of such materials, as the Administrative Agent or
its counsel may reasonably request, and all legal matters incident to the
effectiveness of this Amendment shall be satisfactory to the Administrative
Agent and its counsel. All documents executed or submitted pursuant hereto or in
connection herewith shall be reasonably satisfactory in form and substance to
the Administrative Agent and its counsel.

                                    ARTICLE 4

                                  MISCELLANEOUS

         SECTION 4.1 Cross-References. References in this Amendment to any
Article or Section are, unless otherwise specified, to such Article or Section
of this Amendment.

         SECTION 4.2 Loan Document Pursuant to Existing Credit Agreement. This
Amendment is a Loan Document executed pursuant to the Existing Credit Agreement
and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with all of the terms and provisions of
the Existing Credit Agreement, as amended hereby.

         SECTION 4.3 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

         SECTION 4.4 Counterparts. This Amendment may be executed by the parties
hereto in several counterparts, each of which when executed and delivered shall
be an original and all of which shall constitute together but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.

         SECTION 4.5 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.

                                        USP DOMESTIC HOLDINGS, INC.,
                                        as the US Borrower


                                        By: /s/ Mark Kopser
                                           ---------------------------------

                                        Title:  CFO
                                              ------------------------------


                                        USPE HOLDINGS LIMITED,
                                        as the UK Borrower


                                        By: /s/ Mark Kopser
                                           ---------------------------------

                                        Title:  CFO
                                              ------------------------------


                                        SUNTRUST BANK,
                                        as the Administrative Agent, a Lender
                                        and Swingline Lender

                                        By: /s/ Mark Mattson
                                           ---------------------------------

                                        Title: Director
                                              ------------------------------




                                       6
<PAGE>




                                        LEHMAN COMMERCIAL PAPER INC.,
                                        as the Syndication Agent and a Lender

                                        By: /s/ G. Robert Berzins
                                           ---------------------------------

                                                G. ROBERT BERZINS
                                        Title:  Authorized Signatory
                                              ------------------------------







                                       7
<PAGE>


                                        CREDIT SUISSE FIRST BOSTON,
                                        acting through its Cayman Islands
                                        Branch, as the Documentation Agent
                                        and a Lender



                                        By: /s/ CHRISTOPHER LALLY
                                           ---------------------------------

                                                CHRISTOPHER LALLY
                                        Title:  VICE PRESIDENT
                                              ------------------------------


                                        By:  /s/ JENNIFER A. PIEZA
                                           ---------------------------------


                                                  JENNIFER A. PIEZA
                                        Title:     ASSOCIATE
                                              ------------------------------



                                       8
<PAGE>


                                        BANK OF AMERICA, N.A.,
                                        as a Lender


                                        By:  /s/ Kevin Wagley
                                           ---------------------------------

                                        Title: Vice President
                                              ------------------------------





                                       9
<PAGE>



                                        SOCIETE GENERALE,
                                        as a Lender


                                        By:  /s/ Carol Radice
                                           ---------------------------------

                                        Title:  Vice President
                                              ------------------------------








                                       10
<PAGE>

                                        SOUTHWEST BANK OF TEXAS,
                                        as a Lender


                                        By: /s/ William B. Pyle
                                           ---------------------------------

                                        Title: Senior Vice President
                                              ------------------------------

















                                       11
<PAGE>


                                        BANK OF OKLAHOMA, N.A.,
                                        as a Lender


                                        By: /s/ Heather E. Williams
                                           ---------------------------------

                                        Title: Assistant Vice President
                                              ------------------------------












                                       12
<PAGE>



                               SCHEDULE 8.2.12(b)

                               SERVICE AGREEMENTS


<TABLE>
<CAPTION>
Practice                                Service Agreement Date       First Amendment Date

<S>                                     <C>                          <C>
Tennessee Orthopaedic                   October 30, 1996             January 1,2001
Associates, P.A.

Tennessee Orthopaedic Clinic, P.C.      July 15, 1997                January 1,2001

Watauga Orthopaedics, PLC               December 1, 1997             January 1, 2001

Resurgens, P.C.                         July 1,1999                  January 1, 2001

New Mexico Orthopaedic                  December 1, 1997             January 1, 2001
Associates, P.C.

Colorado Orthopaedic                    July 1, 1997                 January 1, 2001
Specialists, PLLC

Orthopaedics of Jackson Hole, P.C.      July 1, 1998                 January 1, 2001

Sports Medicine Grant, Inc.             August 15, 1998              January 1, 2001

University Orthopaedic                  July 1, 1999                 January 1, 2001
Physicians, Inc.

Specialized Orthopaedics and Sports     September 15, 1998           January 1, 2001
Medicine, Inc.

Joint Implant Surgeons, Inc.            August 1, 1998               January 1, 2001

Orthopaedic Foot and Ankle Center,      July 1, 1998                 January 1, 2001
Inc.

Leonard R. Janis, D.P.M., Inc.          August 15, 1998              January 1, 2001
</TABLE>


<PAGE>


                                    EXHIBIT G

                           FORM OF PROMISSORY NOTE AND
                               SECURITY AGREEMENT

                     PROMISSORY NOTE AND SECURITY AGREEMENT

$                                                                        , 2003
 --------------------------                     -------------------------

         FOR VALUE RECEIVED, the undersigned, ______________________________, a
__________________ ("Maker"), hereby promises to pay to the order of ORTHOLINK
PHYSICIANS CORPORATION, a Delaware corporation ("Holder"), at 103 Powell Court,
Suite 350, Brentwood, Tennessee 37205, or such other place as Holder may from
time to time designate, in lawful money of the United States of America, the
principal sum of $_________________, together with interest on all principal
amounts outstanding from time to time (computed on the basis of a 365-day year
and the actual number of days elapsed) at a rate of 7.5% per annum (the
"Interest Rate"). The unpaid principal balance of, and all accrued interest on
this Promissory Note and Security Agreement (the "Note"), unless sooner paid,
shall be due and payable in full on [SEPTEMBER 1, 2008] (the "Maturity Date").

         Beginning on [OCTOBER 1, 2003], and continuing on the 1st day of each
calendar month thereafter until the Maturity Date, Maker shall make to Holder
monthly payments of combined principal and interest on this Note, which payments
shall be an amount per month required to fully amortize the outstanding
principal balance of this Note over a term of sixty (60) months from the first
monthly payment at the Interest Rate. Maker agrees that all monthly payments due
hereunder shall be paid prior to any distributions made to Maker by Holder.
Maker hereby authorizes Holder to deduct such payments from any funds of Maker
available to Holder.

         Maker may prepay the principal amount of this Note in full at any time
prior to maturity by paying the principal sum and all interest accrued thereon
to the date of payment.

         Upon default of any of Maker's obligations hereunder, Holder shall have
the right, at its sole option and without notice or demand (and in addition to
any other rights set forth in any other document or instrument, or otherwise
available to Holder under any applicable law), to declare the unpaid balance of
principal and accrued interest at once due and payable, whereupon the
outstanding principal balance of this Note shall bear interest at 12% per annum
or the maximum rate permitted by applicable law, whichever is less, until such
principal is paid in full. If, after default, this Note is placed in the hands
of an attorney for collection, or is collected in whole or in part through
judicial or non-judicial proceedings, Maker shall pay, in addition to the sums
referred to above, reasonable attorneys' fees and all other reasonable costs
incurred by Holder in connection with the collection of the unpaid amounts due
hereunder.

         In order to secure the due performance of the obligations of Maker
hereunder, Maker hereby grants to Holder a security interest in and to all of
Maker's right, title and interest in the following assets, whether now owned or
hereafter acquired: (1) all accounts (as such term is defined in the UCC); (2)
all books and records relating to any such accounts; and (3) all proceeds of any
of the same (collectively, the "Collateral"). As used herein, "UCC" shall mean


<PAGE>


the Uniform Commercial Code as is in effect from time to time (a) in the State
of_______________________________, or (b) in any other jurisdiction designated
pursuant to the choice-of-law rules provided in __________'s UCC. Maker hereby
irrevocably authorizes Holder to do all acts and things which Holder may deem
necessary or appropriate to perfect and continue perfected the security interest
created by this Note and to protect the Collateral, including filing of
financing statements covering the Collateral wherever Holder deems appropriate,
and Maker agrees to reimburse Holder immediately for all filing and recording
fees and taxes in connection therewith.

         Except for any sale arising out of the security interest granted in
connection with this Note, Maker may not transfer, sell, pledge or grant any
security interest in any or all of the Collateral without Holder's prior written
consent, which consent may be withheld at Holder's absolute discretion.
Notwithstanding the foregoing, so long as Maker has not received written notice
that Maker is in breach of any obligation set forth in this Note, Maker shall be
entitled to receive and retain all cash collections from the Collateral. When
this Note has been paid in full, Holder shall release all Collateral to Maker
and shall execute and deliver to Maker any and all written evidence of such
release, including UCC-3 termination statements, in such form as may be provided
to Holder by Maker. Upon the occurrence of a default by Maker of any of Maker's
obligations hereunder, Holder may exercise any or all of its rights and remedies
under the UCC and all other applicable laws, all of which rights and remedies
shall be cumulative and may be exercised successively or concurrently.

         Maker and all sureties, endorsers, guarantors and any other party now
or hereafter liable for the payment of this Note in whole or in part hereby
severally (1) waive demand, presentment for payment, notice of nonpayment,
notice of dishonor, protest, notice of protest, notice of intent to accelerate,
notice of acceleration and all other notice, filing of suit and diligence in
collecting this Note or enforcing any of the security herefor, (2) agree to any
substitution, subordination, exchange or release of any such security or the
release of any party primarily or secondarily liable hereon, (3) agree that
Holder shall not be required first to institute suit or exhaust its remedies
hereon against Maker or others liable or to become liable hereon or to enforce
its rights against them or any security herefor, and (4) consent to any
extension or postponement of time for payment of this Note and to any other
indulgence with respect hereto without notice thereof to any of them.

         Maker hereby waives any right of offset hereunder it now has or may
hereafter have against Holder, its successors and assigns, and agrees to make
the payments called for hereunder in accordance with the terms hereof. To the
extent permitted by applicable law, Maker hereby waives the application of, and
all of its rights and powers under, statutes of limitation and similar statutes
and laws as to this Note.

         Holder does not intend to contract for, charge or receive any interest
or other charge that is usurious, and by execution of this Note, Maker
acknowledges that Holder has no such intent. All agreements between Maker and
Holder, whether now existing or hereafter arising and whether written or oral,
are hereby expressly limited so that in no event, whether by reason of
acceleration of the maturity hereof, or otherwise, shall the amount paid or
agreed to be paid to Holder for the use, forbearance or detention of the money
to be loaned hereunder or otherwise or for the payment or performance of any
covenant or obligation contained herein or in any other


                                       2
<PAGE>


document evidencing, securing or pertaining to the indebtedness evidenced
hereby, exceed the maximum amount permissible under applicable law. If from any
circumstance whatsoever fulfillment of any provision hereof or other documents,
at the time performance of such provision shall be due, shall exceed the maximum
amount prescribed by law, then, ipso facto, the obligations to be fulfilled
shall be reduced to the limit of such validity, and if from any such
circumstance Holder shall ever receive as interest or otherwise an amount which
would exceed the highest lawful rate, such amount which would be excessive
interest shall be applied to reduce the principal amount owing hereunder or on
account of any other principal indebtedness of Maker to Holder and not to the
payment of interest, or if such excessive interest exceeds the unpaid balance of
principal hereof and such other indebtedness, such excess shall be refunded to
Maker. All sums paid or agreed to be paid to Holder for the use, forbearance or
detention of the indebtedness of Maker to Holder shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full so that the actual rate of
interest on account of such indebtedness does not exceed the maximum permitted
by applicable law.

         This Note shall be governed by and construed in accordance with
________________________________law and applicable federal law. This Note shall
be assignable by Holder without the consent of Maker. The terms, provisions,
covenants and conditions hereof shall be binding upon Maker and shall inure to
the benefit of Holder and its successors and assigns. If any one or more of the
provisions of this Note, or the applicability of any such provision to a
specific situation, shall be held invalid or unenforceable, such provision shall
be modified to the minimum extent necessary to make it or its application valid
and enforceable, and the validity and enforceability of all other provisions of
this Note and all other applications of any such provision shall not be affected
thereby.

         IN WITNESS WHEREOF, Maker has duly executed this Promissory Note and
Security Agreement as of the date first above written.

                                         [PHYSICIAN GROUP]
                                ------------------------------------------------


                                By:
                                    --------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title: [AUTHORIZED REPRESENTATIVE OF PHYSICIAN

                                GROUP]
                                      ------------------------------------------


                                       3
<PAGE>


                                   EXHIBIT H

                                FORM OF GUARANTY

                                PERSONAL GUARANTY

         THIS PERSONAL GUARANTY (this "Guaranty"), dated _______________, 2003,
is by _____________________ ("Guarantor") in favor of ORTHOLINK PHYSICIANS
CORPORATION, a Delaware corporation ("OrthoLink").

         NOW, THEREFORE, Guarantor agrees as follows:

         Guarantor hereby absolutely, unconditionally and irrevocably guarantees
and becomes surety to OrthoLink and its successors and assigns for the full and
punctual payment and discharge, when due, without demand therefor, of the
Indebtedness (as hereinafter defined). For purposes of this Guaranty, the term
"Indebtedness" shall mean all existing and future indebtedness or liability of
every kind, nature or character (including, without limitation, principal,
interest, all costs of collection and attorneys' fees) owing to OrthoLink by
__________________________________ ("Debtor") under that certain Promissory Note
and Security Agreement dated __________________, 2003 (the "Note"). It is
understood that the liability of Guarantor to OrthoLink hereunder is limited to
an amount determined by multiplying the Indebtedness by the percentage of
Guarantor's equity ownership in Debtor as of the date hereof.

         This absolute, continuing and unconditional Guaranty is a guaranty of
payment and not a guaranty of collection. Upon Debtor's failure to pay any
portion of the Indebtedness promptly when due, OrthoLink, at its sole option,
may proceed against Guarantor to collect the Indebtedness, with or without
proceeding against Debtor, any co-maker or co-surety or co-guarantor, any
endorser or any collateral held as security for the Indebtedness. Guarantor
agrees to reimburse OrthoLink for all expenses of any nature whatsoever
including, without limitation, reasonable attorneys' fees incurred or paid by
OrthoLink in exercising any right, power or remedy conferred by this Guaranty.

         The obligations of Guarantor set forth in this Guaranty shall extend to
all amendments, supplements, modifications, renewals, replacements or extensions
of the Indebtedness at any rate of interest. The liability of Guarantor under
this Guaranty shall not be impaired or affected in any manner by, and Guarantor
consents in advance to and waives any requirement of notice for, any (1)
disposition, impairment, release, surrender, substitution or modification of any
collateral securing the Indebtedness or the obligations created by this Guaranty
or any failure to perfect a security interest in any collateral, (2) release
(including adjudication or discharge in bankruptcy) or settlement with any
person primarily or secondarily liable for the Indebtedness (including, without
limitation, any maker, endorser, guarantor or surety), (3) delay in enforcement
of payment of the Indebtedness or delay in enforcement of this Guaranty, (4)
delay, omission, waiver or forbearance in exercising any right or power with
respect to the Indebtedness or this Guaranty, (5) defense arising from the
enforceability or validity of the Indebtedness or any part thereof or the
genuineness, enforceability or validity of any agreement relating thereto, (6)


<PAGE>


defenses or counterclaims that Debtor may assert on the Indebtedness including,
but not limited to, failure of consideration, breach of warranty, fraud,
payment, statute of frauds, bankruptcy, statute of limitations, OrthoLink
liability, accord and satisfaction and usury, (7) extensions or modifications of
any Indebtedness, or (8) other act or omission which might constitute a legal or
equitable discharge of Guarantor.

         Guarantor waives all defenses based on suretyship or impairment of
collateral, presentment, protest, demand for payment, any right of set-off,
notice of dishonor or default, notice of acceptance of this Guaranty, notice of
the incurring of any of the Indebtedness and notice of any other kind in
connection with the Indebtedness or this Guaranty. Guarantor also waives any
right to require a commercially reasonable disposition of any collateral
securing the Indebtedness.

         This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of principal, interest
or any other amount with respect to the Indebtedness is avoided, rescinded or
must otherwise be restored by OrthoLink upon the bankruptcy or reorganization of
Debtor.

                This Guaranty shall inure to the benefit of and shall be binding
on the parties hereto, their successors and assigns, and their legal
representatives or heirs. This Guaranty may not be terminated or modified, nor
can any right of OrthoLink or any obligations of Debtor be waived or modified,
except by a writing signed by OrthoLink and Guarantor. All rights and remedies
of OrthoLink and all obligations of Guarantor under this Guaranty or by law or
otherwise afforded to any party are cumulative and not in the alternative. In
addition, Lender shall have all rights and remedies available to it in law or
equity for the enforcement of this Guaranty. This Guaranty shall be deemed to be
a contract entered into and made pursuant to the laws of the State of
______________and shall in all respects be governed, construed, applied and
enforced in accordance with the laws of said state.

         IN WITNESS WHEREOF, Guarantor has signed and delivered this Guaranty
on the date first written above.

Witness:                            GUARANTOR:

-------------------------------     -------------------------------

Print Name:                         Print Name: [EACH PHYSICIAN OWNER]
           --------------------                                       ---------
                                                     ("Guarantor")


                                       2
<PAGE>


                                    EXHIBIT I

                   Form of Assignment and Security Agreement

                       ASSIGNMENT AND SECURITY AGREEMENT

         This Assignment and Security Agreement ("Agreement") dated as of
_____________, 2003 (this "Amendment"), is made by ORTHOLINK PHYSICIANS
CORPORATION, a Delaware corporation ("OrthoLink"), in favor of SUNTRUST BANK, as
administrative agent (the "Administrative Agent"), for each of the Lenders, as
such term is defined in the Credit Agreement (as defined below).

                                    RECITALS:

         WHEREAS, USP Domestic Holdings, Inc., a Delaware corporation (the "US
Borrower") and USPE Holdings Limited, a company incorporated in England and
Wales (the "UK Borrower", and together with the US Borrower, collectively the
"Borrowers" and each individually a "Borrower"), the Lenders, the Administrative
Agent, Lehman Commercial Paper, Inc., as the Syndication Agent, and Credit
Suisse First Boston Bank, as the Documentation Agent, are all parties to that
certain Second Amended and Restated Credit Agreement, dated as of November 7,
2002, as amended by that certain First Amendment to Second Amended and Restated
Credit Agreement dated May _____________________, 2003 (as such may be further
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"; said First Amendment to Second Amended and
Restated Credit Agreement being referred to herein as the "Amendment";
capitalized terms not otherwise defined herein shall have such meaning as set
forth in the Credit Agreement);

         WHEREAS, OrthoLink is a Wholly-Owned Subsidiary of the US Borrower and
is a US Subsidiary Guarantor and is party to both the US Subsidiary Guaranty and
the US Subsidiary Pledge and Security Agreement, whereby OrthoLink has
guaranteed repayment of the Loan and pledged certain assets as collateral
therefore, including without limitation its accounts receivables;

         WHEREAS, pursuant to the terms of Section 8.2.12(b) of the Credit
Agreement, as amended by the Amendment, OrthoLink is permitted to sell certain
of its accounts receivable (the "OrthoLink Receivables") pursuant to certain
terms and conditions described therein;

         WHEREAS, among said terms and conditions set forth in Section 8.2.12(b)
is the requirement that OrthoLink assign to Administrative Agent, on behalf of
the Lenders, any and all notes issued as payment for any OrthoLink Receivables
and any guaranties, loan documents or other collateral given in connection with
such notes;

         WHEREAS, OrthoLink is the payee under that certain $__________________
Promissory Note and Security Agreement dated _____________________, 2003 issued
by___________________________________ to the order of OrthoLink, a copy of which
is attached hereto as Exhibit A (the "Note"), which Note is secured by the
collateral and property described in the Note and the UCC-1 Financing Statement,
a copy of which is attached hereto as Exhibit B (the "Collateral Documents");


<PAGE>


         WHEREAS, repayment of the Note has been guaranteed by certain
individuals or entities pursuant to certain personal guarantees, copies of which
are attached hereto as Exhibit C (the "Guarantees"); and

         WHEREAS, pursuant to the terms of the Credit Agreement and as a
condition to the extension of credit thereunder, OrthoLink is required to assign
assign, pledge, and grant to Administrative Agent, on behalf of the Lenders, a
security interest in and to the Note and all loan documents executed in
connection therewith, and in and to all property and Collateral securing
repayment of the Note, and in and to any and all Guarantees, all in accordance
with the terms hereof.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged
by OrthoLink, the parties hereto agree as follows:

         Section 1. Assignments, Pledge, and Security Interest. As security for
payment of the indebtedness more particularly described in Section 2 of this
Agreement, OrthoLink hereby assigns, pledges, and grants to Administrative
Agent, on behalf of the Lenders, a security interest in the following:

         (a)      (i) that certain Promissory Note and Security Agreement dated
                  as of ___________, 2003 in the original principal amount of
                  $_____________ and issued by____________________ to the order
                  of OrthoLink (the "Note"), and in and to all loan documents
                  executed in connection therewith, (ii) all presently existing
                  and hereafter acquired collateral and property securing
                  repayment of the Note, including without limitation, all of
                  OrthoLink's right, title and interest in and to the collateral
                  and property described in the Note and Collateral Documents,
                  and (iii) the Guarantees;

         (b)      OrthoLink's right, title, interest, and privileges arising out
                  of or in connection with the Note, Collateral Documents and
                  the Guarantees; and

         (c)      all payments, monies, or proceeds arising from the
                  above-listed property.

         Herein, the property and collateral described in parts (a) through (c)
above shall be referred to as the "Collateral."

         Section 2. Indebtedness. The security interest granted herein by
OrthoLink secures and shall secure:

         (a)      Prompt and full payment of indebtedness evidenced by or
                  described in the Credit Agreement and all Loan Documents
                  executed in connection therewith, and all extensions and
                  modifications and renewals, thereof;

         (b)      Payment of all money or property heretofore or in the future
                  advanced to or for the account of, or on behalf of, Borrowers
                  or any Subsidiary Guarantor in connection with the Credit
                  Agreement or any Loan Documents;


                                       2
<PAGE>

         (c)      Payment of all costs and expenses incurred by Administrative
                  Agent in enforcing or protecting its rights with respect to
                  the Collateral or the indebtedness secured by the Collateral,
                  including, but not limited to, reasonable attorneys fees; and

         (d)      Payment of all future advances made by Administrative Agent
                  for taxes, levies, insurance or maintenance of the Collateral.

         For purposes of this Agreement, all such obligations secured by the
Collateral shall be referred to as "Indebtedness."

         Section 3. OrthoLink's Representations to Administrative Agent.
OrthoLink hereby represents the following facts to be true and correct as of the
date hereof:

         (a)      OrthoLink is the true and lawful owner of the Collateral;

         (b)      OrthoLink has the right to grant a security interest in the
                  Collateral;

         (c)      There are no advances, liens, security interests or
                  encumbrances against the Collateral;

         (d)      No event of default exists under the Note, the Guarantees or
                  any agreements executed in connection therewith; and

         (e)      OrthoLink has delivered the originals of the Note, the
                  Collateral Documents and the Guarantees to Administrative
                  Agent with such endorsements and assignments as may be
                  required by Administrative Agent.

         Section 4. OrthoLink's General Warranties and Covenants to
Administrative Agent. OrthoLink hereby warrants, covenants and agrees that,
until the Indebtedness secured hereby shall have been paid in full or unless it
shall have received the prior written consent of the Administrative Agent:

         (a)      Protection and Use of Collateral. Except for the security
                  interest in favor of Administrative Agent, OrthoLink will keep
                  the Collateral free from any adverse lien, security interest,
                  or encumbrance (other than the security interest granted
                  herein) and will not waste or destroy the Collateral or any
                  part thereof.

         (b)      Sale or Impairment of Collateral. OrthoLink will not sell or
                  offer to sell or otherwise transfer, dispose of or encumber
                  the Collateral, or any interest therein.

         (c)      Indemnification. OrthoLink will and does hereby agree to
                  indemnify and hold Administrative Agent harmless against all
                  claims arising out of or in connection with OrthoLink's
                  ownership or use of the Collateral.

         (d)      Removal of Collateral. OrthoLink warrants and represents to
                  and covenants with Administrative Agent that: (i) OrthoLink
                  has delivered physical possession of the Note, the Collateral
                  Documents and all Guarantees to Administrative Agent; (ii)
                  Administrative Agent's security interest in the Collateral is
                  now and at all times


                                       3
<PAGE>


                  hereafter shall be perfected and have a first priority; (iii)
                  OrthoLink was duly formed and was incorporated, and continues
                  to be incorporated, under the laws of Delaware.

         (e)      Inspect Collateral. Upon reasonable notice, Administrative
                  Agent (by any of its officers, employees and/or agents) shall
                  have the right, at any time or times during OrthoLink's usual
                  business hours, to inspect all financial records and all
                  related records (and the premises upon which it is located) to
                  verify the amount and condition of the Collateral. After an
                  Event of Default, all reasonable costs, fees and expenses
                  incurred by Administrative Agent, or for which Administrative
                  Agent has become obligated, in connection with such inspection
                  and/or verification shall be payable by OrthoLink to
                  Administrative Agent.

         (f)      Tax Liens. Etc. OrthoLink agrees to pay all taxes or other
                  liens taking priority over the security interest created in
                  this Agreement and, should default be made in the payment of
                  same, OrthoLink agrees to give Administrative Agent prompt
                  notice of such default, and Administrative Agent, at its
                  option, may pay the same, which shall then become part of the
                  Indebtedness secured hereby.

         (g)      Discharge Liens. Administrative Agent, in its sole and
                  absolute discretion, without waiving or releasing any
                  obligation, liability or duty of OrthoLink under this
                  Agreement or any other Loan Document, or any Event of Default,
                  may at any time or times hereafter, but shall be under no
                  obligation to pay, acquire and/or accept an assignment of any
                  security interest, lien, encumbrance or claim asserted by a
                  person against the Collateral. All sums paid by Administrative
                  Agent in respect thereof and all reasonable costs, fees and
                  expenses, including reasonable attorneys' fees, court costs,
                  expenses and other charges relating thereto incurred by
                  Administrative Agent on account thereof shall be payable by
                  OrthoLink to Administrative Agent.

         (h)      Execute Additional Documents. OrthoLink hereby authorizes
                  Administrative Agent to file any financing statement or other
                  document or procure any document and pay all necessary costs
                  to protect the security interest under this Agreement against
                  the interest of third persons. OrthoLink will pay the cost of
                  filing the same in all public offices wherever filing is
                  deemed by Administrative Agent to be necessary or desirable.
                  Administrative Agent is hereby appointed OrthoLink's
                  attorney-in-fact to do all acts and things which
                  Administrative Agent may deem necessary to perfect and/or
                  continue the perfection of the security interest created by
                  this Agreement and to protect the Collateral. OrthoLink
                  further agrees to pay all costs and fees for filing any
                  termination statements.

         (i)      Amendments to the Note. Etc. OrthoLink shall not permit any
                  amendment or modification to be made to the Note, the
                  Collateral Documents or the Guarantees without Administrative
                  Agent's prior written consent.

         (j)      Notification of Certain Events. OrthoLink will notify
                  Administrative Agent immediately in writing should an Event of
                  Default or breach occur under the Note


                                       4
<PAGE>


                  or any of the Guarantees. OrthoLink will advise Administrative
                  Agent in writing of the balance of the Note at any time within
                  two (2) days after receipt of Administrative Agent's written
                  request therefor.

         (k)      Prepayments Under the Note. OrthoLink shall cause all
                  prepayments under the Note to be delivered to Administrative
                  Agent within five (5) days of receipt thereof.

         (1)      Payments Under Guarantees. OrthoLink shall cause all payments
                  received from any of the Guarantees to be paid immediately to
                  Administrative Agent for application to the Indebtedness.

         Section 5. Events of Default. The term "Event of Default," whenever
used in this Agreement, shall mean any one or more of the following events or
conditions:

         (a)      subject to applicable notice and cure periods, the occurrence
                  of an Event of Default as defined in the Credit Agreement; or

         (b)      breach of any covenant, warranty, agreement or representation
                  contained in this Agreement.

         Section 6. Remedies. Administrative Agent shall have the following
remedies hereunder:

         (a)      Acceleration and Foreclosure, Etc. Upon the happening of any
                  Event of Default specified in Section 5 above, and at any time
                  thereafter during the continuance of such Event of Default, at
                  the option of the Administrative Agent, any and all
                  Indebtedness secured hereby shall become immediately due and
                  payable without presentment or demand or any notice to
                  OrthoLink or any other person obligated thereon, and
                  Administrative Agent shall have and may exercise any or all of
                  the rights and remedies of an Administrative Agent under the
                  Uniform Commercial Code as adopted in the State of New York,
                  and as otherwise contractually granted herein or under any
                  other applicable law or under any other agreement executed by
                  OrthoLink in favor of Administrative Agent, including, without
                  limitation, the right and power to sell, at public or private
                  sale or sales, or otherwise dispose of or utilize such portion
                  of the Collateral and any part or parts thereof in any manner
                  authorized or permitted under said Uniform Commercial Code
                  after default by OrthoLink, and to apply the proceeds thereof
                  toward payment of any costs and expenses and reasonable
                  attorney's fees and legal expenses thereby incurred by
                  Administrative Agent and toward payment of the obligations in
                  such order or manner as Administrative Agent may elect.
                  Additionally, and as an essential part of the bargained-for
                  consideration running to the Administrative Agent, OrthoLink
                  hereby expressly grants to Administrative Agent the
                  contractual right to purchase any or all of the Collateral at
                  private sale any time after 10 days, notice of such sale shall
                  have been sent to OrthoLink by Administrative Agent.

         (b)      Waiver of Notice, Etc. OrthoLink agrees that if such notice of
                  default is sent to OrthoLink in the manner set forth in
                  Section 18 hereof at the address stated at the beginning of
                  this document at least 10 days before the time of the proposed
                  sale


                                       5
<PAGE>

                  or disposition, such notice shall be deemed reasonable and
                  shall fully satisfy any requirement of giving of notice, and
                  the proposed sale may take place any time after such 10-day
                  period without the necessity of sending another notice to
                  OrthoLink. Administrative Agent may postpone and reschedule
                  any proposed sale at its option without the necessity of
                  giving OrthoLink further notice of such fact as long as the
                  rescheduled sale occurs within 60 days of the originally
                  scheduled sale.

         (c)      Method of Sale of Collateral Approved. All recitals in any
                  instrument of assignment or any other document or paper
                  executed by Administrative Agent incident to sale, transfer,
                  assignment or other disposition or utilization of the
                  Collateral or any part thereof hereunder shall be sufficient
                  to establish full legal propriety of the sale or other action
                  taken by Administrative Agent or of any fact, condition or
                  thing incident thereto, and all prerequisites of such sale or
                  other action shall be presumed conclusively to have been
                  performed or to have occurred.

         (d)      Additional Remedies. in addition to all remedies under the
                  Uniform Commercial Code as adopted in the State of New York,
                  the Administrative Agent shall be entitled, at its election
                  following the occurrence of an Event of Default, to notify the
                  maker of the Note to make all payments under the Note directly
                  to Administrative Agent for application to the Indebtedness.
                  Upon the occurrence of an Event of Default, the Administrative
                  Agent shall be entitled to exercise all the rights and
                  remedies of the OrthoLink under the Note, the Collateral
                  Documents and under the Guarantees, including without
                  limitation, the right to sell the property and collateral
                  described in the Note and the Collateral Documents following
                  an event of default. The Administrative Agent shall be
                  required only to apply to the Indebtedness the actual monies
                  received by Administrative Agent from the maker of the Note
                  or any guarantor under any of the Guarantees, and/or from the
                  net proceeds resulting from any sale of any of the collateral
                  or property securing repayment of the Note. In the event that
                  the Administrative Agent is required of or any reason to
                  disgorge such monies, then the Indebtedness shall be increased
                  by the amount equal to the monies that Administrative Agent
                  has been required to disgorge.

         OrthoLink agrees that Administrative Agent shall have no liability to
OrthoLink for any actions taken by Administrative Agent pursuant to the terms of
the Note, and any loan document executed in connection therewith, and/or the
Collateral Documents and/or any of the Guarantees, except for acts of
Administrative Agent's gross negligence or Administrative Agent's willful
misconduct.


                                       6
<PAGE>

         Section 7. Administrative Agent's Powers and Duties with Respect to
Collateral.

         (a)      Administrative Agent shall be under no duty to collect any
                  amount which may be or become due on any of the Collateral now
                  or hereafter pledged hereunder, to realize on Collateral, to
                  collect principal or interest, to keep the same insured, to
                  make any presentments, demands or notices of protest, in
                  connection with any of the Collateral, or to do anything for
                  the enforcement and collection of Collateral or the protection
                  thereof.

         (b)      Not limiting the generality of any of the foregoing but in
                  amplification of the same, Administrative Agent shall be in no
                  way liable to or responsible for any diminution in the value
                  of the Collateral from any cause whatsoever.

         (c)      OrthoLink agrees to pay all taxes, charges, transfer fees and
                  assessments against the Collateral and to do all things
                  necessary to preserve and maintain the value and
                  collectibility thereof, and on the failure of OrthoLink to so
                  do, Administrative Agent may, after giving OrthoLink written
                  notice of its intention to do so, make such payments and
                  advance such sums on account thereof as Administrative Agent,
                  in Administrative Agent's discretion, deems desirable.
                  OrthoLink agrees to reimburse Administrative Agent immediately
                  upon demand for all such payments and advances plus interest
                  thereon at the maximum rate allowed by applicable law.

         (d)      Administrative Agent, or any of its agents, shall have the
                  right to call at reasonable times upon reasonable notice at
                  the OrthoLink's place or places of business at intervals to be
                  determined by Administrative Agent, and without hindrance or
                  delay, to inspect, audit, check, and make extracts from the
                  books, records, journals, orders, receipts, correspondence,
                  and other data relating to the OrthoLink's operations.

         Section 8. General Authority. Effective immediately, but exercisable by
Administrative Agent (or by any person designated by Administrative Agent) only
upon the occurrence of an Event of Default, OrthoLink hereby irrevocably
appoints Administrative Agent (or any person designated by Administrative Agent)
as OrthoLink's true and lawful attorney-in-fact with full power of substitution,
in Administrative Agent's name or OrthoLink's name or otherwise, for
Administrative Agent's sole use and benefit, but at OrthoLink's cost and
expense, to exercise at any time and from time to time all or any of the
following powers with respect to all or any of the Collateral:

         (a)      To receive, take, endorse, assign and deliver in
                  Administrative Agent's name or OrthoLink's name any and all
                  checks, notes, drafts and other instruments relating to the
                  Collateral;

         (b)      To transmit to the maker of the Note notice of Administrative
                  Agent's interest in the Collateral and to request from the
                  maker of the Note at any time, in OrthoLink's name or in
                  Administrative Agent's name or the name of


                                       7
<PAGE>


                  Administrative Agent's designee, information concerning the
                  Collateral and the amounts owing thereon;

         (c)      To receive and open all mail addressed to OrthoLink and to
                  retain all mail pertaining to the Collateral;

         (d)      To notify the maker of the Note to make payment directly to
                  Administrative Agent or to any bank designated by
                  Administrative Agent;

         (e)      To take or bring, in OrthoLink's name or Administrative
                  Agent's name, all steps, actions, suits or proceedings deemed
                  by Administrative Agent necessary or desirable to effect
                  collection of the Collateral, to compromise with any maker of
                  the Note and give acquittance therefor;

         (f)      In general, to do all things necessary to perform the terms of
                  this Agreement, including, without limitation, to take any
                  action or proceedings which Administrative Agent deems
                  necessary or appropriate to protect and preserve the security
                  interest of Administrative Agent in the Collateral;

         Provided, however, the exercise by Administrative Agent of or failure
to so exercise any such authority shall in no manner affect OrthoLink's
liability to Administrative Agent hereunder or in connection with the
Indebtedness; and provided further, that Administrative Agent shall be under no
obligation or duty to exercise any of the powers hereby conferred upon it and it
shall have no liability for any act or failure to act in connection with any of
the Collateral. Administrative Agent shall not be bound to take any steps
necessary to preserve rights in any instrument, contract or lease against third
parties.

         Section 9. Survival of Agreements, Representations and Warranties. All
agreements, representations and warranties contained herein or made in writing
by or on behalf of OrthoLink in connection with the transactions contemplated
hereby shall survive the execution and delivery of this Agreement, any
investigation at any time made by Administrative Agent or on its behalf, and the
acquisition and disposition of the Indebtedness. All statements contained in any
certificate or other instrument delivered by or on behalf of OrthoLink pursuant
hereto or in connection with the transactions contemplated hereby shall be
deemed representations and warranties by OrthoLink hereunder.

         Section 10. Dealings With OrthoLink. It is expressly understood and
agreed that, notwithstanding anything else contained in this Agreement,
Administrative Agent may, for all purposes hereof deal solely with OrthoLink in
connection therewith, and nothing herein or in the Credit Agreement shall be
construed so as to require dealings with, consent of, or notice to any other
parties or persons.

         Section 11. Agreement Not Exclusive Remedy. This Agreement shall not
prejudice the right of Administrative Agent, at its option, to enforce
collection of the Indebtedness by suit or in any lawful manner. If
Administrative Agent has additional security, then it may resort to such other
security for the payment of the Indebtedness secured hereby. No right or remedy
in this Agreement or in any instrument evidencing the Indebtedness is intended
to be exclusive of any other right or remedy, but every such right or remedy
shall be cumulative and shall be in addition


                                       8
<PAGE>


to every other right or remedy herein or therein conferred, or now or hereafter
existing, by contract, at law or in equity or by statute.

         Section 12. Non-waiver Provision. No delay or omission by
Administrative Agent to exercise any right or remedy shall impair such right or
remedy or any other right or remedy or shall be construed to be a waiver of any
Event of Default or an acquiescence therein; and every right and remedy herein
conferred or now or hereafter existing by contract or at law or in equity or by
statute may be exercised separately or concurrently and in such order and as
often as may be deemed expedient by Administrative Agent. Not limiting the
generality of the foregoing, pursuit or exercise of any right or remedy
conferred herein, or by law or in equity or by statute, shall not be, and shall
not be considered to be, an election against, or waiver or relinquishment of,
any other right or remedy.

         Section 13. Severability. The invalidity or unenforceability of any of
the rights or remedies herein provided in any jurisdiction shall not in any way
affect the right to the enforcement in such jurisdiction or elsewhere of any of
the other rights or remedies herein provided.

         Section 14. Applicable Law. This Agreement is being delivered and is
intended to be performed in the State of New York and shall be construed and
enforced in accordance with and governed by the substantive law of such State.

         Section 15. Binding Agreement. This Agreement shall be binding upon and
inure to the benefit of the successors, representatives and assigns of the
parties hereto.

         Section 16. Amendments. This Agreement may not be changed or terminated
orally, but may only be changed by an agreement in writing signed by the party
or parties against whom enforcement of any waiver, change, modification,
extension, discharge or termination is sought.

         Section 17. Captions. The captions of this Agreement are for the
purpose of reference only, and shall not limit or otherwise affect any of the
terms hereof.

         Section 18. Notices. All notices, certificates, requests, consents and
other communications hereunder shall be in writing and shall be mailed by first
class registered or certified mail, postage prepaid, or sent by telegram,
charges prepaid, as follows:

         (a)      If to Administrative Agent, to the attention of Mark Mattson,
                  SunTrust Bank, Administrative Agent, 201 Fourth Avenue North,
                  Nashville, Tennessee 37219;

         (b)      If to the OrthoLink, to the attention of President, OrthoLink
                  Physicians Corporation, 103 Powell Court, Suite 350,
                  Brentwood, Tennessee 37027, with a copy sent to the attention
                  of President, USP Domestic Holdings, Inc., 15305 Dallas
                  Parkway, Suite 1600, Addison, Texas 75001;

         or at such other address as either party may designate by written
notice to the other party in accordance herewith.


                                       9
<PAGE>


         IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the date first above written.

                                 ORTHOLINK:

                                 ORTHOLINK PHYSICIANS CORPORATION


                                 By:
                                    -------------------------------------------

                                 Title:
                                       ----------------------------------------

                                 ADMINISTRATIVE AGENT;

                                 SUNTRUST BANK,
                                 Administrative Agent

                                 By:
                                    -------------------------------------------

                                 Title:
                                       ----------------------------------------



                                       10
<PAGE>


                                   EXHIBIT A

                                      NOTE















                                       11
<PAGE>


                                    EXHIBITS

                              COLLATERAL DOCUMENTS

















                                       12
<PAGE>



                                    EXHIBIT C

                                   GUARANTEES

















                                       13