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                                                                   Exhibit 10.32

(MEDICAL PROPERTIES TRUST LOGO)

March 14, 2005

S. Chris Herndon
Chief Financial Officer
Lazard Group
15958 City Walk
Suite 260
Sugar Land, TX 77479

     RE:  COMMITMENT LETTER FOR COVINGTON, LOUISIANA AND DENHAM SPRINGS,
          LOUISIANA LONG-TERM ACUTE CARE HOSPITALS

Dear Mr. Herndon:

MPT Operating Partnership, L.P.. or an affiliated entity ("MPT"), is pleased to
extend its commitment to Covington Healthcare Properties, LLC and Denham Springs
Healthcare Properties. LLC and/or certain of their designated affiliates
(collectively, the "SELLERS") respecting the acquisition of certain real estate
and improvements (the "Real Estate") relating to that certain hospital located
in the Covington, Louisiana area on approximately ten (10) acres and that
certain hospital located in the Denham Springs, Louisiana area on approximately
six (6) acres (the "Facilities") and the leaseback of the Real Estate to Gulf
States LTACH of Covington, LLC. Gulf States LTACH of Denham Springs, LLC and/or
certain of their designated affiliates (collectively, the "LESSEES"), on an
absolute net basis. The closing of the transactions described in this Commitment
Letter (the "Transaction") is contingent upon and subject to: (i) MPT being
satisfied, in its sole discretion, with the results of its due diligence
investigation of SELLERS. LESSEES, the Real Estate and the Facilities, (ii) the
execution of mutually-acceptable definitive agreements relating to the
Transaction: (iii) MPT's receipt of a title insurance policy and survey
respecting the Real Estate, provided at SELLERS' expense, which are in form and
substance satisfactory to MPT: (iv) MPT's receipt of a recent phase one
environmental study, provided at SELLERS' expense, which is in form and
substance satisfactory to MPT; (v) MPT's receipt of an engineering report
respecting the condition of the Real Estate and the Facilities, provided at
SELLERS' expense, which is in form and substance satisfactory to MPT. (vi) the
receipt of any consents and approvals of governmental entities or third parties
required for SELLERS' conveyance of the Real Estate to MPT; (vii) the approval
of the Transaction by the Board of Directors of Medical Properties Trust. Inc.;
and (viii) such other conditions to such closing as are described herein or as
are customary in similar transactions.

Medical Properties Trust, Inc.
1000 Urban Center Drive, Suite 1 501 Birmingham, Alabama 35242
205.969.3755. Fax 205.969.3756. www.medicalpropertiestrust.com
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                                    ARTICLE 1

                                   BASIC TERMS

SECTION 1.1 BASIC TRANSACTION: MPT has committed Seventeen Million One Hundred
and Fifty Thousand Dollars ($ 17,150,000) (the "Commitment Amount") to acquire
the Real Estate. Subject to the terms and conditions herein, MPT shall purchase
the Real Estate from SELLERS and MPT shall lease the Real Estate back to LESSEES
from the Closing Date (as herein defined). MPT shall not assume any liabilities
of SELLERS in connection with the Transaction.

     SECTION 1.1.1 CONVEYANCE OF REAL ESTATE: Upon the Closing Date, MPT shall
     acquire the Real Estate for a purchase price (the "Purchase Price") equal
     to Seventeen Million One Hundred and Fifty Thousand Dollars ($17,150,000)
     plus other costs and charges which may be capitalized. The conveyance of
     the Real Estate shall be by general warranty deed and such other documents
     and instruments necessary to convey the Real Estate free and clear of any
     liens, restrictions and encumbrances whatsoever, except for liens,
     restrictions and encumbrances as may be agreed to in definitive agreements
     related to the transaction (the "Permitted Exceptions"). SELLERS shall be
     responsible for all recording fees related to such conveyances.

     SECTION 1.1.2 SYNDICATION: MPT agrees that up to Thirty Percent (30%) of
     the equity in the MPT entity which will hold title to the Real Estate may
     be owned by the owners, operators and practicing physicians of LESSEES. MPT
     and LESSEES shall work together to determine which persons shall have an
     opportunity to invest in such MPT entity. Any such investors shall invest
     on an equal economic basis with MPT.

     SECTION 1.1.3 UPREIT TRANSACTION: Upon request of SELLERS, MPT will
     structure the Transaction as a contribution of real estate to an MPT
     affiliate for consideration comprised of cash and limited partnership units
     of the MPT affiliate. The number of such units are subject to mutual
     determination by the parties, the aggregate value of such units is not
     expected to exceed $1,000,000.

SECTION 1.2 LEASES: The parties shall execute on the Closing Date lease
agreements for the Real Estate in a form mutually satisfactory to the parties
(the "Leases") generally in accordance with the terms set forth herein. The term
of the Leases shall be for a period of fifteen (15) years commencing on the
Closing Date and shall provide for three (3) options to extend the Leases for
five (5) years so long as there are no uncured defaults and the options are
exercised at least twelve (12) months prior to any expiration of the Leases. The
respective Leases shall be cross-defaulted and cross-collateralized. The Leases
shall contain subordination and non-disturbance clauses, to such transactions.
The Leases will provide that, so long as there are no uncured defaults under the
Leases, LESSEES shall, at the end of the initial lease term and each extension
term and within 90 days of notification from MPT of MPT's intention to terminate
the engagement of LESSEES or affiliates as the management company managing the
Facilities as the result of an event of default, have the right and option to
repurchase the Real Estate from MPT at the greater of (i) the appraised fair
market value of the Real Estate (which appraisal shall assume that the Leases
remain in effect for a term of fifteen (15) years and shall not take into
account any purchase options contained therein), or (ii) the Purchase Price
increased annually by


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the greater of (A) Two and One-Half Percent (2.5%) or (B) the rate of increase
in the Consumer Price Index on each Adjustment Date. As used herein, the term
"Consumer Price Index" shall mean the Consumer Price Index, all urban consumers,
all items. U.S. City Average, published by the United States Department of
Labor, Bureau of Labor Statistics, in which 1982-1984 equals one hundred (100).
Such purchase option will include provisions for notice and closing periods.

SECTION 1.3 RENTS: The Leases for the Real Estate shall provide for the
following rent:

     SECTION 1.3.1 BASE RENT: The aggregate base rent ("Base Rent") for the Real
     Estate shall be an initial annual rate of Ten and One-Half Percent (10.50%)
     (the "Base Rent Rate") of the Purchase Price plus any costs and charges
     that may be capitalized.

     SECTION 1.3.2 RENT INCREASE: On each January 1st (each such date an
     "Adjustment Date"), the Base Rent Rate shall be increased by an amount
     equal to the greater of (i) Two and One-Half Percent (2.5%), or (ii) the
     percentage by which the Consumer Price Index on the Adjustment Date shall
     have increased over the Consumer Price Index figure in effect on the
     previous January 1st. However, on the initial Adjustment Date, the
     adjustment shall be prorated.

     SECTION 1.3.3 REPAIR AND REPLACEMENT RESERVE: Commencing on the Closing
     Date and on each January 1st thereafter. LESSEES will be required to make
     annual deposits into a repair and replacement reserve (the "Repair and
     Replacement Reserve"), at a financial institution of MPT's choosing, in an
     amount to be agreed upon by MPT and LESSEES. Such reserve shall be used for
     the repair and replacement of capital items related to the Real Estate, as
     shall be expressly provided in the Leases. Any funds remaining in the
     Repair and Replacement Reserve upon the expiration of the Leases shall be
     returned to LESSEES.

SECTION 1.4 ABSOLUTE NET LEASE: The Real Estate will be leased to LESSEES on an
absolute net or fully netted basis. LESSEES will be responsible for all costs of
maintaining the Real Estate, including, but not limited to taxes, insurance,
maintenance, and capital improvements.

SECTION 1.5 ADDITIONAL SECURITY: As additional security for the performance of
LESSEES' obligations under the Leases. MPT shall be granted a security interest
in LESSEES' personal property (excluding accounts receivable and the proceeds
thereof) and shall receive from LESSEES an assignment of any rents and leases.
The Leases, together with any other agreements between MPT and LESSEES, shall be
cross-defaulted and cross-collateralized. LESSEES shall not place or allow any
other liens to be placed on the personal property without MPT's approval, which
approval shall not be unreasonably withheld. MPT acknowledges and approves of
LESSEES' current hospital bed financing and working capital financing.
Additionally, Team Rehab, LLC. Jamestown Properties, LLC. and Gulf States Health
Services, Inc. shall jointly and severally guarantee the Leases.

SECTION 1.6 COMMITMENT FEE: Upon the execution of this Commitment Letter SELLERS
and LESSEES shall pay a commitment fee to MPT of Twenty Five Thousand Dollars
($25,000). The commitment fee will be non-refundable, provided, however, that
SELLERS and LESSEES will be paid a full refund ($25,000) if Closing does not
occur as a result of MPT's failure to perform (unless such failure is as a
result, of SELLERS and/or LESSEES failure to perform). If Closing does not occur
as a result of an appraisal value unacceptable to MPT, the commitment fee will
be refunded less any


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expenses incurred by MPT. Additionally, upon the Closing, SELLERS and LESSEES
shall pay a nonrefundable commitment fee equal to One Percent (1.0%) of the
Purchase Price, less the Twenty Five Thousand Dollars ($25,000) previously paid
in commitment fees.

SECTION 1.7 CLOSING DATE: MPT, SELLERS, and LESSEES agree that time is of the
essence and that the parties will prepare, negotiate, and execute Definitive
Documents consistent with the terms hereof and will use their good faith
reasonable efforts to close the Transaction (the "Closing") as soon as possible
with a goal of closing by April 30, 2005. However, in no event shall the Closing
occur any later than May 31, 2005. without an extension in writing of this
Commitment Letter by MPT. The actual date upon which the Closing occurs shall be
referred to as the "Closing Date."

SECTION 1.8 FINANCIAL INFORMATION AND COVENANTS: MPT must receive, prior to the
Closing, financial statements of SELLERS and LESSEES for the three most recent
fiscal years (or such shorter period of SELLERS or LESSEES existence) and any
current year-to-date interim, management-generated financial statements of
SELLERS and LESSEES and certified by SELLERS and LESSEES, together with
five-year forecasts of operations for the facilities. The Leases will require
that MPT receive on a continuing basis during the term of the Leases, within the
times as hereinafter set forth, the following:

          (a) Within ninety (90) days after the end of each year beginning for
     the year ending December 31, 2005, audited GAAP-basis financial statements
     of LESSEES and the facilities by a nationally-recognized accounting firm or
     an independent certified public accounting firm reasonably acceptable to
     MPT: plus

          (i)  Within forty-five (45) days after the end of each quarter,
               current financial statements of LESSEES and the facilities, on a
               quarterly, year-to-date, and prior year comparable basis,
               certified by LESSEES to be true and correct;

          (ii) Within thirty (30) days after the end of each month, current
               operating statements of the facilities certified to be true and
               correct; and

          (iii)Such other financial and operating statements and analyses as MPT
               may reasonably request.

          (b) Upon request, a certificate, in form acceptable to MPT and
     LESSEES, that no event of default as defined in the Leases or in any other
     lease between LESSEES, or its affiliates, and MPT, or its affiliates (a
     "Default"), then exists and no event has occurred (that has not been cured)
     and no condition currently exists that would, but for the giving of any
     required notice or expiration of any applicable cure period, constitute a
     Default.

          (c) Within ten (10) days of receipt, any and all notices (regardless
     of form) from any and all licensing or certifying agencies that any license
     or certification, including, without limitation, the Medicare or Medicaid
     certification of either of the Facilities, is being downgraded, revoked, or
     suspended or that action is pending or being considered to downgrade,
     revoke, or suspend either of the facilities license or certification.


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          (d) MPT reserves the right to require such other financial information
     from LESSEES at such other times as it shall deem reasonably necessary. All
     financial statements must be in such form and detail as MPT shall from time
     to time, but not unreasonably, request.

SECTION 1.9 COVENANTS AND EVENTS OF DEFAULT: In addition to other customary
defaults and remedies, the Leases shall provide for the following covenants,
events of default, and remedies, subject to a limited forbearance, as set forth
in the Leases, of the enforcement of these covenants during a period in which
operations at the Facilities are normalized:

     SECTION 1.9.1 FIRST TIER DEFAULTS: The failure or breach of any of the
     following covenants shall constitute an event of default and MPT shall have
     the rights and remedies provided for herein:

          (i) The total required payments of the total debt of LESSEES when
     added to the total rent shall generate a coverage ratio to the Facilities'
     EBITDAR (based on trailing twelve (12) months) equal to or in excess of One
     Hundred Thirty-Five Percent (135%);

          (ii) LESSEES' total debt shall not, on a consolidated basis, exceed
     Seventy Five Percent (75%) of the greater of (A) the total capitalization
     of the LESSEES, or (B) market value of the LESSEES based on twelve (12)
     months' trailing EBITDAR times four (4.0);

          (iii) LESSEES shall, on a consolidated basis, generate a total lease
     coverage from EBITDAR (based on trailing twelve (12) months) of at least
     One Hundred Seventy-Five Percent (175%); or

          (iv) LESSEES shall not, on a consolidated basis, experience three (3)
     consecutive quarters with declines in net revenue and generate a total
     lease coverage from EBITDAR (based on trailing twelve (12) months) of less
     than Two Hundred Percent (200%).

     Upon the occurrence of any of the foregoing specifically-described
     defaults, MPT may, at its option, require LESSEES to terminate the
     engagement of the management company managing the Facilities and replace
     such management company with a manager chosen by MPT.

     SECTION 1.9.2 SECOND TIER DEFAULTS: The failure or breach of any of the
     following covenants shall constitute an event of default and MPT shall have
     the rights and remedies provided for herein:

          (i) LESSEES total debt shall not exceed One Hundred Percent (100%) of
     the greater of (A) the total capitalization of LESSEES, or (B) market value
     of the LESSEES based on twelve (12) months' trailing EBITDAR times four
     (4.0);

          (ii) LESSEES shall, on a consolidated basis, generate a total lease
     coverage from EBITDAR (based on trailing twelve (12) months) of at least
     One Hundred Twenty-Five Percent (125%);

          (iii) LESSEES shall not, on a consolidated basis, experience six (6)
     consecutive quarters of falling net revenue and generate a total lease
     coverage from EBITDAR (based on trailing twelve (12) months) of less than
     One Hundred Fifty Percent (150%); or


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          (iv) LESSEES shall not be in payment default on any of its corporate
     debt or other leases or be declared to be in material default by any of its
     corporate lenders, unless such default is cured within the cure periods
     provided for therein.

     Upon the occurrence of any of the foregoing specifically-described
     defaults. MPT may, at its option, require LESSEES to terminate the
     engagement of the management company managing the Facilities and replace
     such management company with a manager approved by MPT and may proceed with
     any remedy MPT has available to it. including, without limitation,
     terminating the leases.

SECTION 1.10 SUBLEASE, MANAGEMENT AND ASSIGNMENT: LESSEES shall not sublease or
assign (which will be broadly defined) the Leases; provided, however, that any
such assignee shall have, in MPT's sole discretion, credit and operating
characteristics equal to or stronger than LESSEES'. Any such assignment shall
not release the LESSEES. Any sublease shall be subordinate to the Lease and may
be terminated or left in place by MPT in the event of a termination of the
Leases.

SECTION 1.11 CAPITALIZATION: Team Rehab. LLC, Gulf States Health Services, Inc.
Jamestown Properties, LLC. and LESSEES will, at closing and to be maintain at
all times during the Leases, an aggregate tangible net worth to be mutually
agreed upon with MPT. Capitalization shall include the required letter of credit
discussed in Section 1.12 below.

SECTION 1.12 LETTER OF CREDIT: Simultaneously with the execution and delivery of
the Leases by SELLERS and LESSEES, SELLERS and LESSEES shall obtain and deliver
to MPT an unconditional and irrevocable letter of credit from a bank (or similar
collateral) acceptable to MPT, naming MPT as beneficiary and in an amount equal
to six (6) months' Base Rent under the Leases. Once operations have sustained
EBITDAR coverage of at least two (2) times Base Rent for eight (8) consecutive
fiscal quarters, the letter of credit may be reduced to an amount equal to three
(3) months; Base Rent. if, however, after satisfying the conditions necessary to
reduce the letter of credit to three (3) months' Base Rent. EBITDAR coverage
subsequently drops below two (2) times Base Rent for two (2} consecutive fiscal
quarters, the letter of credit shall again increase to six (6) months' Base
Rent.

                                   ARTICLE II

                                 THE FACILITIES

SECTION 2.1 ACCESS TO INFORMATION: From the date hereof. SELLERS and LESSEES
will provide MPT and its representatives (including architects, engineers,
surveyors, attorneys, accountants, investment bankers, and other
representatives) with reasonable and available access to the Real Estate and the
officers, agents, and employees of SELLERS and LESSEES, and SELLERS and LESSEES
shall furnish or cause to furnish such representatives with all financial,
operating, and other data or information relating to the LESSEES and the Real
Estate as may be reasonably requested in connection with MPT's due diligence
review.

SECTION 2.2 APPROVAL OF THE FACILITIES: MPT shall have the right to review and
be satisfied with all aspects of the Real Estate and the Facilities, including,
without limitation, the location of all roads and interchanges in relation to
the Real Estate, the location of all property lines, utilities, casements.
rights-of-way, common areas and amenities affecting the Facilities, the soil and
subsurface engineering


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studies, and any investigations and reports that support and justify the
location of the Facilities. The Real Estate shall include such easements,
rights-of-way and other privileges as are necessary to conduct the business of
the Facilities.

SECTION 2.3 MPT'S RIGHT TO INSPECT FACILITIES: MPT and its representatives shall
have the right to make periodic inspections of the Real Estate and the
Facilities from time to time upon reasonable prior notice to LESSEES. MPT shall
use every effort to not disrupt the patient care being provided at the
Facilities MPT recognizes the importance of patient privacy.

SECTION 2.4 EXPANSIONS AND RENOVATIONS: So long as MPT is the owner of the Real
Estate. MPT shall have a right of first opportunity to fund any expansions or
material renovations requested by LESSEES at the Facilities. The lease term for
the expansions or renovations shall be identical to the term of the Leases.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

Prior to the Closing, and in addition to any conditions addressed elsewhere in
this Commitment Letter. MPT shall have been furnished with the following, each
of which must be in form and substance reasonably satisfactory to MPT in its
sole discretion:

SECTION 3.1 GOVERNMENTAL APPROVALS AND LICENSES: Copies of all permits, licenses
and other approvals of governmental authorities required for the operation of
the Facilities for their intended use, together with satisfactory written
evidence from LESSEES to MPT that the operation and use of the Facilities are in
accordance with all applicable governmental requirements.

SECTION 3.2 TITLE INSURANCE: At SELLERS' expense, a title insurance policy
conforming to the requirements set forth in Exhibit A, and issued by a title
insurance company satisfactory to MPT, insuring the Real Estate. The title
policy shall contain no exceptions other than Permitted Exceptions and shall
contain a general comprehensive endorsement (ALTA 9), an ALTA 3.0 Zoning
endorsement and such other endorsements as MPT may require. SELLERS will provide
any customary affidavits and certifications required by the title company.

SECTION 3.3 INSURANCE: LESSEES must provide evidence to MPT that LESSEES are
maintaining insurance on the Facilities as set forth in Exhibit B. and that MPT
and any lender of MPT are named as additional insureds and, where applicable,
loss payees.

SECTION 3.4 UCC SEARCHES: UCC searches.

SECTION 3.5 ZONING: Evidence that the Real Estate, and the use and occupancy
thereof, will comply with all applicable governmental requirements related to
planning, zoning and land use.

SECTION 3.6 ATTORNEY'S OPINION: An opinion of counsel for SELLERS and LESSEES
and any guarantor addressed to MPT covering such matters as MPT and MPT's
counsel may reasonably require.


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SECTION 3.7 ENVIRONMENTAL MATTERS: An environmental indemnity agreement,
mutually acceptable to SELLERS and MPT, executed by SELLERS and any guarantor,
jointly and severally, in favor of MPT. Pursuant to that agreement, SELLERS and
any guarantor shall make various environmental representations and warranties to
MPT and shall indemnify and hold harmless MPT from environmental claims and
liabilities, including, without limitation, claims and liabilities arising from
any hazardous or toxic materials present on the real property constituting the
Facilities and from any violations of environmental laws and regulations.

SECTION 3.8 ORGANIZATIONAL DOCUMENTS: Certified copies of the organizational
documents of SELLERS, LESSEES, and any guarantor, together with such resolutions
consents and similar documents evidencing the authorization of the transactions
contemplated by this commitment as MPT and its counsel may require.

SECTION 3.9 APPRAISAL: MPT acknowledges that, in order to facilitate a timely
closing, SELLERS, at their expense, have ordered an appraisal on the Real Estate
showing the fair market value thereof the "Appraised Value"). The appraisal must
meet all applicable governmental requirements. The Appraised Value shown by such
appraisal must be equal to or exceed the Purchase Price. The appraiser will
provide a reliance letter addressed to MPT that expressly states that MPT may
rely on such appraiser's statement and determination of the Appraised Value of
the Real Estate.

SECTION 3.10 SURVEY: At SELLERS' expense, a current survey of the Real Estate
prepared and certified by a duly registered land surveyor licensed and in good
standing in the State of Louisiana and acceptable to MPT. The survey shall
comply with ALTA requirements, shall show all improvements and encroachments
located on the Real Estate and all recorded or visible easements, rights-of-way
and similar encumbrances affecting the title to the Real Estate, shall contain a
certification in the form shown on Exhibit C. and shall state whether or not the
Real Estate lies within a designated flood hazard zone.

SECTION 3.11 OTHER: Such other documents, certificates, and the like, as may be
customary in comparable transactions or as MPT or MPT's legal counsel may
otherwise reasonably require.

                                   ARTICLE IV

                             ADDITIONAL REQUIREMENTS

SECTION 4.1 EXPENSES: All reasonable expenses incurred by MPT in connection with
this Commitment Letter, the purchase of the Real Estate, and the Leases of the
Real Estate shall be added to the Purchase Price for purposes of calculating
Base Rent and repurchase amounts. Such expenses shall include, but not be
limited to, third party reports and legal costs.

SECTION 4.2 MANAGEMENT: LESSEES, or a management company approved by MPT, will
at all times manage the Facilities unless written approval is obtained from MPT
or unless removed by MPT as provided for herein or in the Definitive Documents.

SECTION 4.3 SIGNS: MPT shall have the right to erect a sign approved by LESSEES,
which such approval shall not be unreasonably withheld, at the Facilities
stating that the Real Estate is owned by MPT.


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                                    ARTICLE V

                               GENERAL CONDITIONS

SECTION 5.1 REPRESENTATIONS OF SELLERS AND LESSEES: MPT's obligations under this
Commitment Letter are subject to and contingent upon the material accuracy and
completeness of all information, representations, and materials submitted with
or in support of this transaction and SELLERS and LESSEES strict and timely
compliance with all terms, conditions and requirements set forth herein.

SECTION 5.2 RIGHT TO SELL: LESSEES understand MPT may sell its interest in the
Real Estate in whole or in part, LESSEES agree that any purchaser may exercise
any and all rights of the landlord, as fully as if such had made the purchase
directly from the SELLERS. MPT may divulge to any purchaser all information,
reports, financial statements, certificates, and documents obtained by it from
the SELLERS and LESSEES.

SECTION 5.3 ENTIRE AGREEMENT, MODIFICATIONS AND AMENDMENTS: This Commitment
Letter and the Confidentiality Agreement described in Section 5.7 contain the
entire agreement of SELLERS, LESSEES, and MPT with respect to the Transaction
and supersede any prior or contemporaneous understanding or commitment. MPT has
made no representations to SELLERS or LESSEES that are not set forth in this
Commitment Letter. No changes in this Commitment Letter shall be binding unless
in writing and executed by the party against whom enforcement of the change is
sought.

SECTION 5.4 TIME: Time is of the essence with respect to all dates and periods
of time set forth in this Commitment Letter.

SECTION 5.5 ACCEPTANCE OF COMMITMENT: Upon return by SELLERS to MPT of a
fully-executed copy of this Commitment Letter by the time set forth below, this
Commitment Letter will constitute an agreement of SELLERS to accept the
Commitment Letter in accordance with the terms and conditions set out above. If
said executed copy of this Commitment Letter is not received by MPT by 5:00 p.m.
Central time on March 14, 2005. this Commitment Letter shall be null and void
and of no further force and effect unless extended in writing by MPT.

SECTION 5.6 PRIOR COMMITMENT LETTERS SUPERSEDED: This Commitment Letter
supersedes and cancels all prior oral and written commitments made by and
between MPT, SELLERS and LESSEES with respect to the Facilities.

SECTION 5.7 NO SHOP: In consideration of the substantial expenditures of time,
effort and expense to be undertaken by MPT and its representatives in connection
with its due diligence investigation and review of the Real Estate. SELLERS,
LESSEES and the Facilities from the date hereof until April 30, 2005, neither
SELLERS, LESSEES, nor any officer, director, member, partner, employee or agent
of SELLERS or LESSEES shall, directly or indirectly, solicit, seek, enter into,
conduct or participate in any discussions or negotiations or enter into any
agreement with any other prospective person or entity, regarding the
acquisition, transfer, financing, or leasing of the Facilities, whether through
purchase, merger, assignment, mortgage, or otherwise.


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SECTION 5.8 NON-COMPETITION: LESSEES, SELLERS and their affiliates shall enter
into a non-competition agreement, which agreement shall be in a form mutually
acceptable to MPT, LESSEES, and SELLERS. The non-competition agreement shall
prohibit competition within a ten (10) mile radius of the Facilities but will
permit MPT, LESSEES and SELLERS acquisition, ownership, and operation of any
facility within such radius if the operation of such facility will not have an
adverse effect on the Facilities.

SECTION 5.9 PERMITTED DISCLOSURES: Notwithstanding any other agreement of the
parties, in connection with its public offering or the private placement of its
securities or MPT's efforts to obtain financing for the Real Estate. MPT may
disclose that it has entered into this Commitment Letter with SELLERS and
LESSEES respecting the Facilities and may provide other information regarding
SELLERS, LESSEES and the Real Estate to its proposed investors in such public
offering or private offering of its securities or any prospective lenders with
respect to such financing of the Real Estate. SELLERS and LESSEES shall
cooperate with MPT by providing financial and other information reasonably
requested by MPT in connection with such offering of its securities or
financing.

SECTION 5.10 CONFIDENTIALITY: The parties reaffirm the existence and validity of
that certain confidentiality agreement between MPT and Team Rehab, LLC dated
February 21, 2005 (the "Confidentiality Agreement") and agree to continue to
comply with all of the terms and provisions thereof.

SECTION 5.11 ASSIGNMENT: This Commitment Letter and all rights of the parties
hereunder shall not be assigned by any party without the prior written approval
of the other parties: provided, however, that any party may assign its rights
and obligations hereunder to any entity controlling, controlled by, or under
common control with the other: provided, however, that no such assignment shall
relieve any party of any liability hereunder.

SECTION 5.12 EXHIBITS: The exhibits indicated below are attached hereto and by
this reference made a part hereof:

     Exhibit A - Title insurance policy requirements.

     Exhibit B - Insurance Requirements

     Exhibit C - Surveyor's Certificate requirements


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Please indicate acceptance of the terms and conditions set forth in this
Commitment Letter by signing a copy of this Commitment Letter below. This
Commitment Letter may be executed in any number of counterparts, each of which
so executed shall be deemed an original, but all such counterparts shall
together constitute but one and the same agreement.

                                            Sincerely,

                                            MPT OPERATING PARTNERSHIP, L.P.


                                            By: /s/ Emmett E. McLean
                                                --------------------------------
                                                Emmett E. McLean
                                                Executive Vice President and
                                                Chief Operating Officer

Accepted and Agreed to:

COVINGTON HEALTHCARE PROPERTIES, LLC


By: /s/ S. Chris Herndon
    ---------------------------------
Its : Manager

Dated: 3/14/05


DENHAM SPRINGS HEALTHCARE PROPERTIES, LLC


By: /s/ S. Chris Herndon
    ---------------------------------
Its : Manager

Dated: 3/14/05


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<PAGE>
                                    EXHIBIT A

                          TITLE INSURANCE REQUIREMENTS

MPT Operating Partnership, LP as Purchaser
Title Insurance Requirements

1. "Title Policy" means a title insurance policy in American Land Title
Association ("ALTA") 1992 form, or such other form as may be approved by MPT,
issued by a title insurer approved by MPT with reinsurance as required by MPT to
be on ALTA Facultative Reinsurance Agreement (rev 4/6/90) such that the maximum
single risk assumed by single title insurer may not exceed 25% of that company's
capital, surplus, and statutory reserves. Each title insurer issuing insurance
required hereby must be licensed to insure properties in the jurisdiction in
which the Facilities is located.

2. The amount of the owner's title insurance policy on each of the Facilities
must equal the Purchase Price. The policy must insure against all standard
exceptions (e.g. parties in possession, matters shown on public records, matters
which an accurate survey would show, and real estate taxes currently due) and
must be effective as of the date of the Closing. The title policy must include
such affirmative insurance endorsements as MPT may require to the extent not
prohibited by the laws or insurance regulations of the state where the
Facilities are located, including without limitation, a zoning compliance
endorsement, a street access endorsement, a comprehensive (ALTA Form 9)
endorsement, a "Fairways" (change of partners) endorsement, an endorsement
negating imputation of knowledge to MPT, an endorsement that the Facilities are
assessed for real estate taxes separate from any other property (i.e. the
property consists of a single tax lot and is not part of a larger tax lot).


                                       A-1
<PAGE>
                                    EXHIBIT B

                             INSURANCE REQUIREMENTS

I.   GENERAL REQUIREMENTS

     The General Requirements set forth herein shall be applicable to the
insurance requirements outlined below in Paragraphs II and III throughout the
term of this Commitment Letter.

     (A)  RELATING TO INSURER.

     All insurance coverages required by the Commitment Letter must be provided
by insurance companies acceptable to MPT that are rated at least an "A. VIII" or
better by Best's Insurance Guide and Key Ratings and a claim payment rating by
Standard & Poor's Corporation of A or better. The aggregate amount of coverage
provided by a single company must not exceed 5% of the company's policyholders'
surplus. All insurance companies must be licensed and qualified to do business
in the state where the insured collateral is located.

     Each insurance policy must (i) provide primary insurance without right of
contribution from any other insurance carried by MPT. (ii) contain an express
waiver by the insurer of any right of subrogation, setoff or counterclaim
against any insured party thereunder including MPT, (iii) permit MPT to pay
premiums at MPT's discretion and (iv) as respects any third party liability
claim brought against MPT, obligate the insurer to defend MPT as an additional
insured thereunder.

     (B)  RELATING TO DOCUMENTATION OF COVERAGE.

     The original copy of each insurance policy required hereunder shall be
furnished to MPT, or in the case of a blanket policy, a copy of the original
policy certified in writing by a duly authorized Agent for the insurance company
as a "true and certified" copy of the policy, LESSEE shall not submit a
Certificate of Insurance, in lieu of the certified copy of the policy. The
original policy(ies) or certified copy of the policy(ies) must be delivered to
MPT, effective with the commencement of each of the Facilities and furnished
annually thereafter, prior to the expiration date of the preceding policy(ies).

     (C)  CANCELLATION AND MODIFICATION CLAUSE.

     1. The insurer hereby agrees that its policy will not lapse, terminate, or
be canceled, or be amended or modified to reduce limits or coverage term unless
and until MPT has received not less than sixty (60) days prior written notice
thereof at the following address:

     MPT Operating Partnership, L.P
     Attention: Its: President
     1000 Urban Center Drive, Suite 501
     Birmingham, Alabama 35242

     2. Notwithstanding the foregoing, in the event of cancellation due to
non-payment of premium, the insurer shall provide not less than ten (10) days
Notice of Cancellation to:

     MPT Operating Partnership, L.P
     Attention: Its: President
     1000 Urban Center Drive, Suite 501
     Birmingham, Alabama 35242


                                       B-1
<PAGE>
II.  TYPES OF INSURANCE

     LESSEE will at all times keep the Facilities insured against loss or damage
from such causes as are customarily insured against, by prudent owners of
similar Facilities. Without limiting the generality of the foregoing. LESSEE
will obtain and maintain in effect the following amounts and types of insurance
on each of the Facilities throughout the term of the Leases:

     (A) "ALL RISKS" or "SPECIAL" FORM PROPERTY INSURANCE

     All Risks or Special Form Property insurance against loss or damage to the
building and improvements, including but not limited to perils of fire,
lighting, water, wind, theft, vandalism and malicious mischief, plate glass
breakage, and perils typically provided under an Extended Coverage Endorsement
and other forms of broadened risk perils, and insured on a "replacement cost"
value basis to the extent of the full replacement value of the Facility. The
deductible amount thereunder shall be borne by LESSEE in the event of a loss and
the deductible must not exceed $10,000 per occurrence. Further, in the event of
a loss, LESSEE shall abide by all provisions of the insurance contract,
including proper and timely notice of the loss to the insurer, and LESSEE
further agrees it will notify MPT of any loss in the amount of $25,000 or
greater and that no claim at or in excess of $25,000 thereunder shall be settled
without the prior written consent of MPT, which consent shall not be
unreasonably withheld or delayed in MPT.

     (B) FLOOD AND EARTHQUAKE INSURANCE. (Required only in the event that the
property is in a flood plain or earthquake zone).

     Insurance in an amount equal to the full replacement cost value of the
Facility, subject to no more than a $25,000 per occurrence, deductible. The
policy shall include coverage for subsidence.

     (C) LOSS OF EARNINGS INSURANCE.

     Insurance against loss of earnings in an amount sufficient to cover not
less than 12 months' lost earnings and written in an "all risks" form, either as
an endorsement to the insurance required under Paragraph II(A), or under a
separate policy.

     (D) WORKERS COMPENSATION INSURANCE.

     Worker Compensation insurance covering all employees in amounts that are
customary for LESSEE's industry.

     (E) LIABILITY INSURANCE.

     COMMERCIAL GENERAL LIABILITY: Commercial General Liability in a primary
amount of at least $5,000,000 per occurrence. Bodily Injury for injury or death
of any one person and $100,000 for Property Damage for damage to or loss of
property of others, subject to a $10,000,000 annual aggregate policy limit for
all Bodily injury and Property Damage claims, occurring on or about the Land or
in any way related to the Project, including but not limited to any swimming
pools or other recreational Facility or areas that are located on the Land or
otherwise related to the Facility. Such policy shall include coverages of a
Broad Form nature, including, but not limited to Explosion. Collapse and
Underground (XCU). Product Liability. Completed Operations. Board Form
Contractual Liability, Board Form Property Damage, Personal Injury, Incidental
Malpractice Liability, and Host Liquor Liability.

     VEHICLE LIABILITY: Automobile and Vehicle Liability insurance coverage for
all owned, non-owned, leased or hired automobiles and vehicles in a primary
limit amount of $1,000,000 per occurrence for Bodily injury; $100,000 per
occurrence for Property Damage: subject to an annual aggregate policy limit of
$1,000,000.


                                       B-2
<PAGE>
     UMBRELLA LIABILITY: Umbrella Liability insurance in the minimum amount of
$10,000,000 for each occurrence and aggregate combined single limit for all
liability with a $10,000 self-insured retention for exposure nor covered in
underlying primary policies. The Umbrella Liability policy shall name in its
underlying schedule the policies of Professional liability. Commercial General
Liability, Garage Keepers Liability, Automobile/Vehicle Liability and Employer's
Liability under the Workers Compensation Policy.

     PROFESSIONAL LIABILITY: Professional Liability insurance for LESSEE and any
physician or other employee or agent of LESSEE providing services at the
Facility in an amount not less than five million dollars ($5,000,000) per
individual claim and ten million dollars ($10,000,000) annual aggregate.

     (F) COMMERCIAL BLANKET FIDELITY BOND INSURANCE.

     A Commercial Blanket Board covering all employees of the LESSEE including
its officers, and the individual owners of the insured business entity, whether
a joint-venture, partnership, proprietorship or incorporated entity, against
loss as a result of their dishonesty. Policy limit shall be in an amount of at
least $1,000,000, subject to a deductible of no more than $10,000 per
occurrence.


                                       B-3
<PAGE>
                                    EXHIBIT C

                             SURVEYOR'S CERTIFICATE

The undersigned hereby certifies to MPT Operating Partnership, L.P. and ___,
______________ (the "Title Insurance Company"): (a) that he is a duly registered
land surveyor in the State of ______________: (b) that the plat to which this
certificate is affixed (the "Plat") is a true, complete and correct survey of
the property described therein (the "Property") being approximately ___,
________ acres as further described by the Property Description on the Plat: (c)
the Plat is based upon a field survey made _____________, ____. by me or
directly under my supervision in accordance with the minimum standards
established by the State of ______________ for surveyors and with the "Minimum
Standard Detail Requirements for ALTA/ACSM Land Title surveys" jointly
established and adopted by ALTA and ACSM in 1992 and meets the Accuracy
standards (as adopted by ALTA and ACSM in 1992 and in effect on the date of this
certification) of an Urban Survey, and contains items 1. 2. 3. 4(a). 8. 9. 10.
11(a), and 11(b) of Table A thereto: (d) that the Plat correctly shows the
location of all buildings, structures and other improvements on the Property;
(e) that the Plant correctly shows the location of all casements, restrictions
and rights-of-way described in title insurance commitment number
________________ effective as of _______________, _____. 1997, issued by the
Title Insurance Company (the "Title Commitment"): (f) that the legal description
set forth in the Title Commitment is identical in all respects to all Property
Description set forth on the Plat: (g) except as shown on the Plat there are no
discrepancies between the boundary lines of the Property as shown on the Plat
and as described in the legal description of record: (h) that the Plat casements
indicate existing surface and underground transmission lines or utilities, such
as natural gas, telephone, telegraph, TV cable, water, sewage and electrical
power, including pipeline type and sizes with all utility pole locations with
overhead wires indicated and the nearest available services clearly shown and
dimensional; (i) that, except as shown on the Plat, there are (1) no visible
easements or rights-of-way on the Property or any other easements or
rights-of-way thereon of which the undersigned has knowledge. (2) no party walls
on the Property. (3) no encroachments from the Property over adjoining premises,
streets or roads by any buildings, structures or other improvements located on
property, and (4) no encroachments on the Property by any buildings, structures
or other improvements located on adjoining property: (j) that the boundary line
dimensions as shown on the Plat form a mathematically closed figure within +/-
0.01 foot; (k) that the boundary lines of the Property are contiguous with the
boundary lines of all adjoining parcels, roads, highways, street or alloys as
described in their most recent respective legal description of record; (l) that
the buildings, structures and other improvements located on the Property do not
violate any building or setback lines; (m) that adequate ingress to and agree
from the Property is provided by __________, the same being paved, dedicated
public rights-of-way maintained by _____________ (name of maintaining
authority): and (n) that the undersigned has consulted the National Flood
Insurance Program Maps and has found that in accordance with said maps. Panel
Number ___________ dated ____________ no portion of the Property lies within a
flood hazard area, except as depicted on the Plat.

                      (Name of Surveyor, Registration No.)


                                       C-1