Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is entered into effective as of November 15, 2002, by and between United Surgical Partners
International, Inc., a Delaware corporation ("USP"), and Donald E. Steen ("Employee"), with reference to the following facts:

R E C I T A L S

A.USP desires to employ Employee in the capacities and on the terms and conditions hereinafter set forth and Employee is willing to
serve in such
capacities and on such terms and conditions.

B.This Agreement shall replace any and all existing employment agreements and arrangements between USP and Employee,
effective as of November 15, 2002.

NOW, THEREFORE,in consideration of the foregoing premises and the mutual covenants contained herein, USP and Employee mutually agree as
follows:

A G R E E M E N T

1.Employment.USP hereby employs Employee as the Chairman of the Board and
Chief
Executive Officer of USP; provided, however, that (a) the Board of Directors of USP may remove Employee from the position of Chief Executive Officer at any time after the second anniversary of
the date of this Agreement, (b) on November 15, 2006 (the period from November 15, 2002 to November 14, 2006 being referred to as the "Initial Term"), Employee shall resign
as Chief Executive Officer (unless otherwise mutually agreed by Employee and USP) and shall continue to act as Chairman of the Board for an additional three year term (the "Secondary Term") as a part
time employee, estimated at approximately 75% of Employee's business time, and (c) at the end of the Secondary Term, Employee shall remain as Chairman of the Board (unless otherwise mutually
agreed by Employee and USP) and, for an additional two year period (the "Final Term"), Employee shall continue as a part time employee, estimated at approximately 50% of Employee's business time.

2.Duties.In his capacity as Chief Executive Officer, Employee shall devote
substantially all of his working time, energies and skills to the benefit of USP's business. When Employee is no longer Chief Executive Officer of USP, he shall devote such time to his duties as
Chairman of the Board as are necessary to fulfill that role. In his capacity as Chief Executive Officer of USP, Employee (a) shall report to the Board of Directors of USP, (b) shall have
such duties, responsibilities and authority as are set forth in the By-Laws of USP for the position of Chief Executive Officer and (c) shall have authority to hire such staff as
Employee determines is necessary and to determine the titles and (subject to established authority levels for setting salaries) the compensation levels of such staff. In his capacity as Chairman of
the Board, Employee shall have such duties, responsibilities and authority as are set forth in the By-Laws of USP and as are typical for the position of Chairman of the Board. Employee
agrees to serve USP diligently and to the best of his ability

3.Compensation.



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4.Expenses and Benefits.USP agrees to provide Employee with the following
benefits:



5.Term; Severance.The term of this Agreement shall be from the date of this
Agreement
to the end of the Final Term (as defined in Section 1(c) above); provided, however, that either party may terminate this Agreement at any time upon at least 90 days prior written notice.
A determination by USP to terminate this Agreement may be made only by an affirmative vote of not less than 75% of the members of the Board of Directors of USP then in office. If USP's Board elects to
terminate this Agreement, Employee shall be entitled to severance pay based on the Base Salary plus bonuses
(payable monthly on a pro rata basis) that Employee otherwise would have earned pursuant to Section 3(a) above during the following period (whichever is applicable):



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Such
severance pay shall be payable in monthly installments and USP shall continue the benefits set forth in Sections 4(b) and (c) for the period during which such severance
payments are to be made. In addition, this Agreement shall terminate as provided for in Section 7 or upon the death of Employee.

6.Disability.



For
purposes of this Agreement, the terms "Permanent Disability" or "Permanently Disabled" shall mean three months of substantially continuous disability. Disability shall be deemed
"substantially continuous" if, as a practical matter, Employee, by reason of his mental or physical health, is unable to sustain reasonably long periods of substantial performance of his duties.
Frequent long illnesses, though different from the preceding illness and though separated by relatively short periods of performance, shall be deemed to be "substantially continuous." Disability shall
be determined in good faith by the Board of Directors, whose decision shall be final and binding upon Employee. Employee hereby
consents to medical examinations by such physicians and medical consultants as USP shall, from time to time, require.

7.Termination by USP for Cause.USP shall have the right to terminate
Employee's
employment under this Agreement for "Cause" by an affirmative vote to so terminate by not less than 75% of the members of USP's Board of Directors, in which event, no compensation shall be paid or
other benefits furnished to Employee after termination for Cause. Termination for Cause shall be effective immediately upon notice sent or given to Employee. For purposes of this Agreement, the term
"Cause" shall mean and be strictly limited to: (a) indictment for a crime constituting a felony under state or federal law; (b) conviction of a crime constituting a misdemeanor and
involving an act of moral turpitude, including without limitation fraud, embezzlement and use of illegal drugs; (c) commission of any material act of dishonesty against USP; or
(d) willful and material breach of this Agreement by Employee.

8.Non-Competition.Employee recognizes and understands that in performing
the responsibilities of his employment, he will occupy a position of fiduciary trust and confidence, pursuant to which he will develop and acquire experience and knowledge with respect to USP's
business. It is the expressed intent and agreement of Employee and USP that such knowledge and experience shall be used exclusively in the furtherance of the interests of USP and not in any manner
which would be detrimental to USP's interests. Employee further understands and agrees that USP conducts its business within a specialized market segment throughout the United States and in portions
of Europe, and that it would be detrimental to the interests of USP if Employee used the knowledge and experience which he currently possesses or which he acquires pursuant to this employment
hereunder for the purpose of directly or indirectly competing with USP, or for the purpose of aiding other persons or entities in so competing with USP. Employee therefore agrees that so long as he is
employed by

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USP and, if this Agreement is terminated by USP pursuant to Section 5, for an additional period equal to the shorter of one year following termination or for the period of time Employee is
receiving a salary or severance payments from USP, unless Employee first secures the written consent of USP, Employee will not directly or indirectly invest, engage or participate in or become
employed by any entity in direct or indirect competition with USP's business, which shall include the ownership and/or operation of outpatient surgical centers in the United States and the ownership
and/or operation of hospitals in the countries in Europe in which USP owns or operates hospitals as of the date of termination. These non-competition provisions shall not be construed to
prohibit Employee from being employed in the health care industry during the applicable period, but rather to permit him to be so employed so long as such employment does not involve Employee's direct
or indirect participation in a business which is the same or similar to USP's business (as defined above). In the event that the provisions of this Section 8 should ever be deemed to exceed the
time or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time or geographic limitations permitted by applicable law.

9.Stock Options.In the event that (a) USP elects to terminate this
Agreement
pursuant to Section 5, (b) there is a "Change of Control Event" (as such term is defined in the Stock Option Agreements, each dated April 30, 1998, to which USP and Employee are
parties) or (c) USP breaches this Agreement by termination of Employee without the notice required under Section 5 or without Cause under Section 7, then in each such event, all
USP stock options held by Employee and all restricted stock
awards made to him by USP (whether issued subject to forfeiture or to be issued when and if they become vested) shall thereupon automatically be amended so as to (i) cause to vest, immediately
prior to the date of such Change in Control Event or termination of employment, all such then unvested stock options and restricted stock awards, and (ii) provide Employee 90 days to
exercise such options (or such greater period as may be provided by the terms of such options).

10.General Provisions.



| |  | If to USPI:     |  | c/o United Surgical Partners International, Inc.
15305 Dallas Parkway, Suite 1600-LB 28
Addison, Texas 75001
Attention: William H. Wilcox, President
Fax No.: (972) 267-0084
| |  | --------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If to Employee: |  | Donald E. Steen
5715 Thames Court
Dallas, Texas 75252
Fax No.: (972) 248-8868                                                                                               

The
parties may change addresses and facsimile numbers noted above through written notice in compliance with this Section 10(a). Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given when actually received by the addressee, as shown on the receipt card which must be signed by a representative of the addressee. If sent by regular mail, the notice
shall be deemed given after the notice is addressed, mailed with postage prepaid and when actually received by the addressee. Notices delivered by United States Express Mail or other courier service
shall be deemed given when actually received by the addressee as shown by the signature of an authorized

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representative of the addressee on the log or other documentation maintained by the United States Postal Service or courier to show proof of delivery. If any notice is transmitted by facsimile
transmission or similar means, the notice shall be deemed served or delivered upon telephone confirmation of receipt of the transmission.



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IN WITNESS WHEREOF,the undersigned have duly executed this Employment Agreement as of the date first written above.

|USP:      |  | UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
|--------- |  | --------------------------------------------
|          |  |                                             
|          |  | By:                                         
|EMPLOYEE: |  |                                             

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