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                                                                   EXHIBIT 10.31

                                 FIRST AMENDMENT

                                       TO

              GROUP PURCHASING ORGANIZATION PARTICIPATION AGREEMENT


   THIS FIRST AMENDMENT (this "First Amendment") to the Group Purchasing
Organization Participation Agreement (the "Agreement") dated November 30, 1995
by and between Quorum Health Group, Inc. ("Quorum"), a Delaware corporation, and
Premier Purchasing Partners, L.P., f/k/a APS Healthcare Purchasing Partners,
L.P. (the "Partnership"), a California limited partnership, is made and entered
into as of June 1, 1997.

                                   WITNESSETH

   WHEREAS, Quorum and the Partnership entered into the Agreement pursuant to
which Member Facilities of Quorum would have access to the Partnership Group
Purchasing Programs;

   WHEREAS, certain issues have arisen with respect to the implementation and
interpretation of the Agreement; and

   WHEREAS, the parties desire to amend the Agreement as set forth herein so as
to resolve such issues.

   NOW THEREFORE, Quorum and the Partnership, in consideration of the terms,
conditions, covenants, and agreements set forth herein, and other good and
valuable consideration, and intending to be legally bound, mutually agree as
follows:

1. Definitions.

   1.1 APS Plans. Subsequent to the execution of the Agreement, APS Healthcare
Plans, Inc. changed its name to Premier Plans, Inc., and shall be known
hereinafter as Premier Plans. The definition of APS Plans set forth in Section
1.2 of the Agreement shall be clarified insofar as references to APS Plans shall
mean Premier Plans.

   1.2 APS. Subsequent to the execution of the Agreement, APS Healthcare Systems
changed its name to Premier, Inc. and shall be known hereinafter as Premier. The
definition of APS set forth in Section 1.3 of the Agreement shall be clarified
insofar as references to APS shall mean Premier.

   1.3 Member Facilities. Section 1.5 of the Agreement shall be amended by
deleting the existing Section 1.5 in its entirety and inserting in its place the
following new Section 1.5:

            1.5 "Member Facilities" whether used in the singular or plural,
            means those hospitals and other health care
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            facilities and/or providers (other than Quorum Physicians) that are
            owned, managed, operated, leased or otherwise affiliated with
            Quorum, now and in the future, which have been approved by the
            Partnership and Premier and granted access to Partnership's Group
            Purchasing Program. Facilities "managed" by Quorum shall include any
            facility having a contract calling for Quorum to manage or provide
            management service(s) or other purchasing services to such facility.
            The current list of Member Facilities as of the date of this First
            Amendment is contained in Exhibit A to this First Amendment. From
            time to time, Quorum may request in writing that Premier and the
            Partnership consider approving additional hospitals and other health
            care facilities and providers as Member Facilities and adding any
            approved new Member Facility to Exhibit A. Premier and the
            Partnership shall consider, pursuant to their respective policies
            and procedures, any such written request of Quorum, and shall
            decide, in their sole discretion, upon any such requests within a
            reasonable period of time, not to exceed sixty (60) days from the
            date of the receipt of Quorum's written request.

   1.4 Contract Year. Article 1 of the Agreement shall be amended to include the
following new Section 1.7:

                        1.7 "Contract Year" means the initial thirteen (13)
            month period beginning on November 30, 1995, and ending on December
            31, 1996, and thereafter each twelve (12) month period beginning on
            January 1 and ending on December 31 of the same calendar year. A
            specific Contract Year will be designated by the calendar year of
            commencement, except that the first Contract Year which begins on
            November 30, 1995, shall be Contract Year 1996.

   1.5 Applicant Facilities. Article 1 of the Agreement shall be amended to
include the following new Section 1.8:

                        1.8 "Applicant Facilities" are those hospitals and other
            health care facilities and/or providers that are owned, managed,
            operated, leased or otherwise affiliated with Quorum which are not
            listed on Exhibit A hereto (as it may be amended from time to time)
            and which Quorum has requested, in writing, that Premier and the
            Partnership approve as Member Facilities. Quorum shall not submit
            such a written request with respect to any such potential Applicant
            Facility until such time as Quorum has entered into a binding
            arrangement with that potential Applicant Facility. Once an
            Applicant Facility has been approved as a Member Facility, it will
            cease to be an Applicant Facility. Once an Applicant Facility has
            been denied Membership Status, it will cease to be an Applicant
            Facility and will be an Overlap Provider.
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   1.6 Overlap Providers. Article 1 of the Agreement shall be amended to include
the following new Section 1.9:

                  1.9 "Overlap Provider," whether used in the singular or
            plural, means a hospital or other health care facility or provider
            that is owned, managed, operated, leased or otherwise affiliated
            with Quorum, now and in the future, which Quorum has requested be
            approved as a Member Facility and has been denied by Premier or the
            Partnership for reasons including, but not limited to, an objection
            by a Premier owner or Partnership member located within fifty (50)
            miles of such Quorum hospital or other health care facility.

   1.7 Quorum Physicians. Article 1 of the Agreement shall be amended to include
the following new Section 1.10:

                  1.10 "Quorum Physician," whether used in the singular or
            plural, means any physician or physician practice affiliated with
            Quorum, a Member Facility, or an Overlap Provider and designated by
            Quorum as a Quorum Physician. "Quorum Physician" shall not include
            corporations, partnerships, organizations or other business entities
            that employ, manage, contract on behalf of, or otherwise affiliate
            with, physicians or physician practices. Quorum Physicians shall not
            be Member Facilities or Overlap Providers, as such terms are defined
            herein. Periodically or upon the Partnership's request, Quorum shall
            provide the Partnership with an updated list of Quorum Physicians.
            Quorum may add or delete physicians or physician practices from the
            list of Quorum Physicians without the approval of Premier or the
            Partnership.

   1.8 Purchase Volume. Article 1 of the Agreement shall be amended to include
the following new Section 1.11:

                        1.11 "Purchasing Volume" means for any portion of
            Contract Year 1996 the total dollar volume of purchases made by
            Member Facilities and Overlap Providers during that time period
            under group purchasing agreements of the Partnership or its
            predecessor American Healthcare Systems Purchasing Partners, L.P.,
            that pay Group Purchasing Fees. For any Contract Year after Contract
            1996, "Purchasing Volume" means the total volume of purchases made
            by Member Facilities and Overlap Providers during the applicable
            Contract Year under group purchasing agreements of the Partnership
            that pay Group Purchasing Fees. Notwithstanding the foregoing
            sentence, the volume of purchases made by Member Facilities and
            Overlap Providers pursuant to any agreement between the Partnership
            and a distributor shall only be included in Purchasing Volume in the
            same proportion
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            as the Group Purchasing Fee under such distribution agreement as
            compared to the average Group Purchasing Fee received by the
            Partnership pursuant to all of its group purchasing agreements. By
            way of example only, if the Group Purchasing Fee under such
            distribution agreement were 1.1% and the Partnership's average Group
            Purchasing Fee were 2.2%, the applicable proportion would be fifty
            percent (50%) and fifty percent (50%) of Quorum's purchases under
            such distribution agreement would be included in the applicable
            Purchasing Volume.

   1.9 Group Purchasing Fees and Administrative Fees. The parties acknowledge
and agree that, as defined and used in the Agreement and this First Amendment,
Administrative Fees constitute that portion of Group Purchasing Fees that
vendors will be obligated to pay directly to Quorum and other eligible owners
and affiliates of Premier pursuant to group purchasing agreements between the
Partnership and such vendors. Administrative Fees do not include that portion of
the Group Purchasing Fees paid by the vendors directly to the Partnership. The
parties acknowledge that such Administrative Fees were sometimes referred to by
the Partners and its predecessor, American Healthcare Systems Purchasing
Partners, L.P., as system payments.

2. Duties and Responsibilities of Partnership. Article 4 of the Agreement shall
be amended to include the following new Section 4.3:

                  4.3 During the term of the Agreement, the Partnership shall
            make available to Quorum Physicians the Partnership's existing group
            purchasing contracts for physicians and physician offices for health
            related supplies, equipment, and services that are currently known
            as the "Premier Docs" program. Quorum shall require all Quorum
            Physicians to comply with all policies, procedures and terms of the
            Premier Docs program. Quorum acknowledges and agrees that the
            Partnership may, in its sole discretion, alter or discontinue the
            Premier Docs program or its policies, procedures, and terms
            regarding participation of Quorum Physicians without amending this
            Agreement or causing a breach hereof; provided, however, that the
            Partnership will give Quorum the same notice of any discontinuation
            of the Premier Docs program that the Partnership gives any other
            participant in the program. Unless otherwise agreed to in writing by
            Premier, no Quorum Physician shall be considered a Member Facility
            or Overlap Provider or have access to the Partnership's group
            purchasing contracts that are accessed by Member Facilities and
            Overlap Facilities. Notwithstanding the foregoing, purchases of the
            Quorum Physicians pursuant to the Premier Docs program during a
            Contract Year shall be included in Quorum's Purchase Volume for that
            Contract Year for the sole purpose of determining whether Quorum
            achieved the Participant Benchmark for that Contract Year.
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3. Regional Materials Managers Compensation. Section 7.1 of the Agreement shall
be amended by adding the following to the end of the existing Section 7.1:

      Where the Participant Benchmark (as defined hereinafter) is not reached
      for any Contract Year, the amount of reimbursement due to Quorum from the
      Partnership pursuant to this Section 7.1 shall be reduced in the same
      proportion as the shortfall between the actual Purchasing Volume for the
      applicable time period and the applicable Participant Benchmark expressed
      as a percentage of the Participant Benchmark. On or before the last day of
      each calendar quarter of a Contract Year, the Partnership shall make an
      estimated payment of the amount of such reimbursement pursuant to this
      Section 7.1 for that calendar quarter. Within one hundred and fifty (150)
      days of the last day of each Contract Year, the Partnership and Quorum
      shall reconcile the amount of such estimated payments with the actual
      amount of reimbursement due pursuant to this Section 7.1. If either party
      owes the other party any amount based on such reconciliation, that party
      shall pay the other party such amount within thirty (30) days of the date
      of the reconciliation, such date not to be later than one hundred and
      eighty (180) days after the last day of the applicable Contract Year.

4. Guarantee of Administrative Fees.

   4.1 Contract Year 1996. The parties agree and acknowledge that, as of the
date of this First Amendment, the Purchasing Volume for Contract Year 1996 has
not been finally determined and reconciled to the satisfaction of both parties.
Further, Quorum acknowledges and agrees that, for Contract Year 1996, it has
received as of the date of this First Amendment five hundred thousand dollars
($500,000) from the Partnership pursuant to Section 7.1 of the Agreement,
approximately five hundred thousand dollars ($500,000) in Administrative Fees
directly from vendors, approximately eight hundred thousand dollars ($800,000)
in Administrative Fees directly from Johnson & Johnson, and three million
dollars ($3,000,000) from the Partnership pursuant to Section 7.3.1 of the
Agreement. To resolve and settle outstanding issues regarding Contract Year
1996, including without limitation the amount of Purchasing Volume and whether
the guarantee in Section 7.3.1 of the Agreement was triggered, the parties agree
as follows:

                  (a) Quorum may retain for its own use approximately eight
            hundred thousand dollars ($800,000) in Administrative Fee payments
            it recently received directly from Johnson & Johnson and
            attributable to purchases by Member Facilities during Contract Year
            1996;

                  (b) Premier shall pay to Quorum eight hundred thousand dollars
            ($800,000) within three (3) business days of the date of execution
            of this First Amendment by Quorum;
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            and

                  (c) Premier shall pay to Quorum an additional Five Hundred
            Thousand Dollars ($500,000) within three (3) business days of the
            date of execution of this First Amendment by Quorum. Said amount
            shall represent an estimate of Administrative Fees earned by Quorum
            for purchases by Member Facilities from Johnson & Johnson during
            Contract Year 1996. On or before June 30, 1997, the parties shall
            determine the actual Administrative Fees earned by Quorum for
            purchases by Member Facilities from Johnson & Johnson during
            Contract Year 1996 and a corresponding reconciliation payment shall
            be made.

            4.1.1 Quorum hereby agrees that if it provides notice of termination
      pursuant to Section 6.2 of the Agreement, as amended hereby, prior to
      January 1, 1999, Quorum shall, prior to the effective date of such
      termination, repay to the Partnership the eight hundred thousand dollars
      ($800,000) paid to Quorum pursuant to subsection (b) above, except as
      otherwise provided in Section 4.1.4 hereof. Further, if the Partnership
      terminates the Agreement pursuant to Section 6.3 of the Agreement as a
      result of Quorum's breach thereof prior to January 1, 1999, Quorum shall
      repay, except as otherwise provided in Section 4.1.4 hereof, to the
      Partnership such eight hundred thousand dollars ($800,000) prior to the
      effective date of such termination. If, however, the Partnership
      terminates the Agreement pursuant to Section 6.2 thereof, Quorum shall not
      be required to repay to the Partnership such eight hundred thousand
      dollars ($800,000).

            4.1.2 The Partnership and Quorum acknowledge and agree that Baxter
      Healthcare (the predecessor to Baxter and Allegiance) did not pay Group
      Purchasing Fees or other similar fees to either the Partnership or Quorum
      for purchases from Baxter by Quorum and its Member Facilities during all
      or a portion of Contract Year 1996 ("Unpaid Baxter Group Purchasing
      Fees"). Quorum hereby agrees that it will cooperate and work closely with
      the Partnership for the purpose of attempting to collect from Baxter
      and/or Allegiance such Unpaid Baxter Group Purchasing Fees. Quorum shall
      direct Baxter and Allegiance to pay any Unpaid Baxter Group Purchasing
      Fees or other similar fees to the Partnership, and Quorum shall notify the
      Partnership in writing of any payments of Unpaid Baxter Group Purchasing
      Fees that Quorum receives directly from Baxter or Allegiance.

            4.1.3 The Partnership shall have the right to retain as its own and
      for its own use the first eight hundred thousand dollars ($800,000) of
      Unpaid Baxter Group Purchasing Fees that are paid by Baxter or Allegiance
      directly to the Partnership or to Quorum. Quorum hereby assigns all of its
      rights, title and interests in and to such first eight hundred thousand
      dollars ($800,000) to the Partnership, and agrees to pay promptly to the
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      Partnership any Unpaid Baxter Group Purchasing Fees paid to Quorum which
      comprise any part of such first eight hundred thousand dollars ($800,000).
      To the extent that the Partnership collects any amount of Unpaid Baxter
      Group Purchasing Fees in excess of the first eight hundred thousand
      dollars ($800,000), the Partnership shall pay to Quorum any such amount up
      to but not to exceed the amount necessary to cause Quorum to receive a
      total of six million nine hundred thousand dollars ($6.9 million) from the
      Partnership or directly as Administrative Fees from vendors for Contract
      year 1996. To the extent that the Partnership collects any amount of
      Unpaid Baxter Group Purchasing Fees in excess of such amount payable to
      Quorum, the Partnership and Quorum shall share equally any such excess
      amount.

            4.1.4 The obligation of Quorum to repay the eight hundred thousand
      dollars ($800,000) to the Partnership pursuant to Section 4.1.1 hereof
      shall be reduced on a dollar for dollar basis by the amount of any Unpaid
      Baxter Group Purchasing Fees paid to the Partnership subsequent to the
      Effective Date of this First Amendment.

   4.2 Annual Administrative Fee Guarantee. Commencing with Contract Year 1997
and for each Contract Year hereafter, the Partnership shall guarantee that
Quorum receive Administrative Fees from vendors for Purchasing Volume made
during the applicable Contract Year in the amount of Six Million Four Hundred
Thousand Dollars ($6,400,000), so long as the Purchasing Volume for the
applicable Contract Year equals or exceeds the applicable Participant Benchmark
set forth in Section 4.4 below. If the applicable Participant Benchmark is not
satisfied, the guarantee of Administrative Fees set forth in this Section 4.2
shall be reduced in the same proportion as the shortfall between the actual
Purchasing Volume for the applicable Contract Year and the applicable
Participant Benchmark expressed as a percentage of the Participant Benchmark.
For example only, if the Purchasing Volume for Contract Year 1997 is
$200,000,000 (50% of the Participant Benchmark for that Contract Year), the
Administrative Fee guarantee shall be reduced by fifty percent (50%) to
$3,200,000 (50% of $6,400,000). If the Agreement is terminated before its annual
anniversary date, the guarantee regarding Administrative Fees under this Section
4.2 shall be prorated for the period of time during which the Agreement was in
effect during such Contract Year. Any amount of Administrative Fees owed by the
Partnership to Quorum for a particular Contract Year pursuant to this Section
4.2 shall be reduced and offset by those Administrative Fees paid by the vendors
directly to Quorum for such Contract Year's Purchasing Volume. In the event the
Purchasing Volume exceeds the Participant Benchmark for any Contract Year,
Quorum will be entitled to any Administrative Fees generated by such excess
Purchasing Volume only to the extent Administrative Fees actually received by
Quorum directly from vendors and/or from the Partnership exceed six million four
hundred thousand dollars ($6.4 million) in any Contract year. No later than one
hundred and twenty (120) days after the end of a Contract Year (except Contract
Year 1996), the
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Partnership will furnish Quorum with a full accounting of the Purchasing Volume
for that Contract Year, by Member Facility and Overlap Provider and by vendor
contract, and of the Group Purchasing Fees, including Administrative Fees paid
by each vendor as a result of the purchases of each Member Facility and Overlap
Provider. Within ninety (90) days after the end of each Contract Year, Quorum
shall provide the Partnership with a written report setting forth the amounts
and sources of all Administrative Fees paid to Quorum and due to be paid to
Quorum by vendors for such Contract Year Purchasing Volume. The Partnership
shall provide Quorum with reasonable access to its books and records for the
sole purpose of verifying the Purchasing Volume for a Contract Year and the
amount of Administrative Fees to which Quorum is entitled for that Contract
Year. Quorum shall provide the Partnership with reasonable access to its books
and records for the sole purpose of verifying the Purchasing Volume for a
Contract Year and the amount of Administrative Fees paid to Quorum by vendors
for that Contract Year Purchasing Volume.

   4.3 Guarantee in Section 7.3.1 of the Amendment. The payments provided for in
Section 4.1 above are in lieu of any payment or claim for payment under Section
7.3.1 of the Agreement and, once payments have been made pursuant to Section 4.1
(b) and (c) above, the Partnership has hereby satisfied any obligation arising
out of or related to such Section 7.3.1. Once payments have been made pursuant
to Section 4.1 (b) and (c) above, Quorum hereby waives and releases any right,
claim, action, or cause of action against the Partnership related to or arising
out of Section 7.3.1 of the Agreement.

   4.4 Participant Benchmarks. For the purpose of this First Amendment, the
Participant Benchmarks shall be as follows for the specified time period and
Contract Years:

            4.4.1 For Contract Year 1997, the Participant Benchmark shall be
      Four Hundred Million Dollars ($400,000,000) of Purchasing Volume;

            4.4.2 For Contract Year 1998, the Participant Benchmark shall be
      Four Hundred Forty Million Dollars ($440,000,000) of Purchasing Volume;

            4.4.3 For Contract Year 1999, the Participant Benchmark shall be
      Four Hundred Eighty-Four Million Dollars ($484,000,000) of Purchasing
      Volume; and

            4.4.4 For Contract Year 2000, the Participant Benchmark shall be
      Five Hundred Thirty-Two Million Four Hundred Thousand Dollars
      ($532,400,000) of Purchasing Volume.
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5. Rebate Guarantee. Quorum hereby acknowledges and agrees that the Partnership
has fully satisfied any and all obligations arising out of or related to Section
7.4.1 of the Agreement for Contract Year 1996. Section 7.4.1.3 of the Agreement
is hereby deleted in its entirety, and the Partnership shall not provide, and
has not provided, any guarantee with respect to Member Facility rebates for any
time period after Contract Year 1996. Further, Quorum hereby waives and releases
any right, claim, action, or cause of action against the Partnership related to
or arising out of Section 7.4.1 of the Agreement. Notwithstanding the foregoing,
the Member Facilities and the Overlap Facilities shall be entitled to rebates
paid by vendors to the same extent that other Premier-affiliated facilities are
entitled to rebates paid by vendors.

6. Applicant Facilities. Commencing forty-five (45) days after the Partnership's
receipt of written notice from Quorum with respect to an Applicant Facility,
such Applicant Facility shall have access to the Partnership's group purchasing
contracts for health related supplies, equipment, and services including without
limitation pharmaceuticals, dietary, medical-surgical, and capital equipment
items, subject to any and all of the Partnership's current and future
requirements, policies, and procedures, including without limitation its
compliance policy. If any such Applicant Facility is not accepted as a Member
Facility, Quorum shall include all of such Applicant Facility's purchases under
the Partnership's group purchasing contracts in the calculation of the Annual
Overlap Fee, as described in Section 7 hereof.


7. Overlap Providers. Any Overlap Provider shall have access to the
Partnership's group purchasing contracts for health related supplies, equipment,
and services including without limitation pharmaceuticals, dietary,
medical-surgical, and capital equipment items, subject to any and all of the
Partnership's current and future requirements, policies, and procedures,
including without limitation its compliance policy. For each Overlap Provider
that has access to the Partnership's group purchasing contracts, Quorum shall
pay the Partnership an annual fee in an amount equal to four percent (4%) of the
value of purchases made by such Overlap Providers under such contracts during
the subject Contract Year ("Annual Overlap Fee(s)"). Quorum shall pay the Annual
Overlap Fees for all Overlap Providers applicable to a Contract Year within one
hundred twenty (120) days of the end of that Contract Year. The Annual Overlap
Fee shall not exceed One Hundred Fifty Thousand Dollars ($150,000) for any one
Overlap Provider per Contract Year, and the total Annual Overlap Fees for all
Overlap Providers regardless of their number shall not exceed One Million
Dollars ($1,000,000) per Contract Year. The Partnership use reasonable efforts
to work with Quorum to minimize the number of Overlap Providers. Upon approval
of any Overlap Facility as a Member Facility, purchases of such facility shall
not be subject to the Annual Overlap Fee. Within ninety (90) days of the end of
each Contract Year, Quorum shall provide the Partnership with a written
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report setting forth the amount of purchases under the Partnership's contracts
for that Contract Year and the amounts of Annual Overlap Fees owed to the
Partnership by Quorum. Quorum shall provide the Partnership with reasonable
access to its books and records for the sole purpose of verifying such purchases
and the amount of Annual Overlap Fees owed to the Partnership.

8. Access to Partnership's Group Purchasing Program. Quorum agrees that it will
not, without Partnership's prior written consent, contract or otherwise agree to
make access to the Partnership's Group Purchasing Programs or any group
purchasing contract of the Partnership available on any basis, including without
limitation a wholesale, nationwide, or regional basis, to any corporation,
partnership, limited partnership, joint venture, organization, association,
system, network, or other entity which currently engages in any health care
related business on a nationwide, regional, or statewide basis, including
without limitation entities that provide physician practice management services.
Notwithstanding the foregoing, Quorum may submit to the Partnership for
consideration as potential Member Facilities individual locations, members, or
participants in any such nationwide company or other entity.

9. Term and Termination.

   9.1 Section 6.1 of the Agreement is hereby deleted in its entirety and the
following new Section 6.1 shall be inserted in lieu thereof:

                  6.1 This Agreement shall become effective as of the Effective
            Date and shall continue thereafter to and including December 31,
            2000, and for successive one year terms thereafter. Upon termination
            of this Agreement for any reason, the ability of each Member
            Facility and Overlap Provider to purchase through the Partnership's
            contracts shall immediately cease.

   9.2 Section 6.2 of the Agreement is hereby deleted in its entirety and the
following new Section 6.2 shall be inserted in lieu thereof:

                  6.2 Either Party may terminate the Agreement, without cause,
            upon twelve (12) months' prior written notice to the other Party.

   9.3 Section 6.4.2 and subsections 6.4.2.1, 6.4.2.2, and 6.4.2.3 are deleted
in their entirety and the following new Section 6.4.2 and subsections shall be
inserted in lieu thereof:

                  6.4.2 To remove a Member Facility or Overlap Provider from
            participation in any Group Purchasing Program; however, prior to
            such removal, the Partnership shall immediately notify Quorum of the
            issue that warrants removal of the Member Facility or Overlap
            Provider. Quorum shall have a period of sixty (60) days from receipt
            of notice from
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            the Partnership in which to use its best efforts to correct the
            problem that causes potential removal. Written notice of removal
            shall be sent to Quorum. Removal shall be effective upon Quorum's
            receipt of such notice. Reasons for possible removal of Quorum or a
            Member Facility or Overlap Provider for cause under this Section
            6.4.2 shall include, but not be limited to, the following:

                        6.4.2.1 An attempt by Quorum, a Member Facility or an
            Overlap Provider to manipulate, alter or use as a "levering device"
            or negotiating tactic, any purchasing contract between the
            Partnership, or Premier, and vendors.

                        6.4.2.2 Quorum negotiates or solicits contracts covering
            items covered in the Group Purchasing Program without the knowledge
            or consent of the Partnership.

                        6.4.2.3 Quorum is, or a Member Facility or Overlap
            Provider becomes a member of, or participates in, a national
            purchasing program providing purchasing contracts with vendors
            similar to the type provided by the Partnership, and Quorum is
            unable, after a reasonable time, to eliminate the unacceptable
            arrangement.

10. Notices. Quorum's address in Section 9 of the Agreement shall be amended as
follows:

                     Quorum Health Group, Inc.
                     103 Continental Place
                     Brentwood, Tennessee 37027
                     Attn: President

11. Capitalized Terms. All capitalized terms that are not defined in this First
Amendment shall have the same meaning as such terms in the Agreement.

12. Other Terms and Conditions. Except as specifically modified or amended by
this First Amendment, the terms and conditions of the Agreement shall remain in
full force and effect.

   IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
day and year first above written.

PREMIER PURCHASING PARTNERS, L.P.

BY ITS GENERAL PARTNER
PREMIER PLANS, INC.


By:____________________________________
   Alan Weinstein
   Chairman
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QUORUM HEALTH GROUP, INC.

By:____________________________________

Name:__________________________________

Title:___________________________________