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                                                                   EXHIBIT 10.18

                            SECOND AMENDMENT TO LEASE

         This Second Amendment dated as of November 6, 1996, to LEASE AGREEMENT
dated as of May 15, 1996 (the "Lease"), as amended by a First Amendment to
Hospital Lease dated as of August 15, 1996, by and between AHP OF UTAH, INC., a
Utah corporation, as Landlord (the "Landlord") and PARACELSUS PIONEER VALLEY
HOSPITAL, INC. a Utah Corporation, as Tenant (the "Tenant").

                                    RECITALS

         A. Landlord desires to enter into that certain Letter Agreement, dated
as of October 14, 1996, by and between Landlord and Realty Executives, whereby
Landlord will sell and convey to Gus E. and Barbara A. Paulos Family Limited
Partnership approximately 1.96 acres of vacant excess land located in Salt Lake
County, Utah.

         B. Such excess land as will be conveyed by the Letter Agreement is
currently owned by Landlord and leased to Tenant pursuant to Lease.

         C. Landlord and Tenant desire hereby to provide for the amendment of
the Lease to reflect the sale of such excess land, and to ratify and confirm the
Lease as so amended.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the following mutual covenants and
agreements, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:

         1. DEFINED TERMS. Unless otherwise defined in this amendment,
capitalized terms used herein which are defined in the Lease shall have the same
meanings as the meanings assigned to such terms in the Lease.

         2. AMENDMENTS TO LEASE.

                  a. The definition of "Base Rent" in Article 1 of the Lease is
         hereby amended by deleting the amount "$7,050,750" therefrom and
         substituting "$7,024,401" therefor.

                  b. The defined term "Landlord's Investment in Excess Land"
         shall be added to Article 1 and shall mean $213,283.

                  c. The definition of "Landlord's Total Investment" set forth
         in Article 1 is hereby amended by deleting the definition in its
         entirety and substituting the following therefor:

                           "Landlord's Total Investment" shall mean an amount
                           equal to the sum of (x) the Initial Investment Cost
                           plus (y) all Capital Additions Costs pertaining to
                           the Property paid for by Landlord pursuant to Section
                           11.2 of the Lease, minus (z) Landlord's Investment in
                           Excess Land.


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                  d. Section 4.4(b) is amended by deleting the amount
         "$8,914,180" therefrom and substituting "$8,880,867" therefor.

                  e. Section 14.1(b) is amended by deleting the amount
         "$57,073,000" therefrom and substituting "$56,859,717" therefor.

                  f. Section 26.2 is amended by deleting the amount
         "$63,250,000" therefrom and substituting "$63,013,633" therefor.





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         3. MISCELLANEOUS.

                  a. This Amendment is an amendment to the Lease, and the Lease,
         as hereby amended, is ratified, approved and confirmed by Landlord and
         Tenant in each and every respect. All references to the Lease in any
         other agreement, document, instrument or writing shall hereafter be
         deemed to refer to the Lease as amended hereby.

                  b. Captions used in this Amendment are for convenience of
         reference only and shall not affect the construction of this Amendment.

                  c. This Amendment shall be binding upon Landlord and Tenant,
         and their respective successors and permitted assigns, and shall inure
         to the benefit of Landlord and Tenant, and their respective successors
         and permitted assigns.

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

                                       AHP OF UTAH, INC.,
                                       a Utah corporation

                                       By:      /s/ KAY L. HIDE
                                           -----------------------------------
                                                Kay L. Hide
                                                Vice President

                                       Paracelsus Pioneer Valley Hospital, Inc.
                                       a Utah Corporation


                                       By:      /s/ DEBORAH H. FRANKOVICH
                                           ------------------------------------
                                       Name:         DEBORAH H. FRANKOVICH
                                             ----------------------------------
                                       Title:        VP/TREASURER
                                              ---------------------------------





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