<PAGE>
                                                                   Exhibit 10.33

(MEDICAL PROPERTIES TRUST LOGO)

March 16, 2005

Robert A. Behar, MD
Chairman of the Board
North Cypress Medical Center Operating Company, Ltd.
5406 American Beauty Court
Houston, TX 77041

     Re:  Commitment Letter for Development of
          North Cypress Medical Center in Houston, Texas

Dear Dr. Behar:

MPT Operating Partnership, L.P. and its designated affiliates ("MPT") are
pleased to extend a commitment to North Cypress Medical Center Operating
Partnership, Ltd, or its affiliates (collectively, "North Cypress" also
sometimes referred to herein as the "LESSEE") respecting the ground leasing by
MPT of certain land (the "Land") located in Houston, Texas (along with the
improvements to be developed thereon, the "Real Estate"), the development
thereon of a general acute care facility (sometimes the "Facility") and the
leaseback of the Real Estate to LESSEE on an absolute basis. The foregoing
commitment and the closing of the transactions described in this Commitment
Letter (the "Transaction") are subject to: (i) MPT being satisfied, in its sole
discretion, with the results of its due diligence investigation of LESSEE, the
Real Estate and the Facility, all of which will be kept confidential pursuant to
the Confidentiality Agreement detailed in article 5.7 hereof; (ii) the execution
of definitive agreements relating to the Transaction which are consistent with
the terms set forth herein (the "Definitive Documents"); (iii) MPT's execution
of a definitive, long-term ground lease with respect to the Land on terms and
conditions satisfactory to MPT in its sole discretion (the "Ground Lease"); (iv)
MPT's receipt of a current title insurance policy and survey respecting the Real
Estate, provided at LESSEE's expense, which are in form and substance
satisfactory to MPT in its sole discretion; (v) MPT's receipt of a recent phase
one environmental study for the Real Estate, provided at LESSEE's expense, which
is in form and substance satisfactory to MPT in its sole discretion; (vi) MPT's
receipt of a recent engineering (soil condition) report respecting the condition
of the Real Estate, provided at LESSEE's expense, which is in form and substance
satisfactory to MPT in its sole discretion; (vii) the acquisition of any
governmental filings or approvals, requirements of any LESSEE lender or other
third-party consents or agreements required for the Transaction; (viii) the
approval of the Transaction by the Board of Directors of Medical Properties
Trust, Inc.; and (ix) such other conditions to such closing as are described
herein or as are customary in similar transactions, including, but not limited
to MPT's approval of the organizational structure and organizational documents
of the LESSEE and related parties.

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

                                   BASIC TERMS

SECTION 1.1 BASIC TRANSACTION: Subject to the terms and conditions herein, MPT
shall fund the development of the Facility and will lease the Real Estate
relating to Facility to LESSEE from the Closing Date (as herein defined). MPT
shall not assume any liabilities of the LESSEE in connection with the
Transaction.

     Section 1.1.1. GROUND LEASE: The Land shall be leased to MPT by the current
     owner(s) thereof pursuant to the terms and conditions of the Ground Lease
     which must be acceptable to MPT, together with such other documents and
     instruments necessary to convey the Land to MPT, free and clear of any
     liens and encumbrances, except for liens and encumbrances as may be agreed
     to by MPT in the Definitive Documents (the "Permitted Exceptions"), and
     LESSEE shall be responsible for all recording costs and fees related to
     such conveyance. Furthermore, the Land shall then be subleased to the
     LESSEE on the same terms as the Ground Lease to MPT. The form and terms of
     these documents must be commercially reasonable given the related party
     nature of the owners of the Land and the LESSEE.

     Section 1.1.2 DEVELOPMENT: MPT shall be responsible for funding the Total
     Development Costs for the Facility. MPT shall approve the general
     contractor, developer, architect, engineer and other parties which will
     participate in the development of the Facility and shall approve the
     preparation and negotiation of the definitive agreements with such parties,
     however, such approvals will not be unreasonably withheld. MPT will give
     LESSEE an opportunity to review such definitive agreements prior to their
     execution.

SECTION 1.2 TOTAL DEVELOPMENT COSTS: The total development costs for the
Facility shall include all costs and expenses incurred by MPT in connection with
the purchase or acquisition, development and lease of the Real Estate and the
Facility, including, but not limited to, all legal, appraisal, title, survey,
environmental, engineering and other fees paid to advisors and or brokers,
expenses of site visits and all other development costs of the Real Estate and
the Facility (the "Total Development Costs"). A preliminary Project Cost
Analysis indicating the currently anticipated development costs is attached
hereto as Schedule 1.2. The Total Development Costs are estimated to be Fifty
One Million Dollars ($51,000,000). In no event shall the Total Development Costs
exceed the lesser of (i) the appraised value of the Facility, (ii) the
replacement cost of the Facility, or (iii) an amount that gives a pro forma
EBITDAR coverage based on the Base Rent (as hereinafter defined) of at least Two
Hundred Percent (200%) for the Facility, based on pro forma's acceptable to MPT.
During the term of the development of the Real Estate, funds will be advanced
pursuant to requests made by LESSEE in accordance with the terms and conditions
of a development agreement entered into by MPT in connection with the Facility
(the Development Agreement"). The Development Agreement will provide that prior
to any advance of funds, the developer must provide the following to MPT:


                                        2
<PAGE>
          (a) TITLE INSURANCE: Satisfactory evidence in the form of an
     endorsement to (the original title insurance policy that no intervening
     liens have been placed on the Real Estate since the date of the previous
     advance;

          (b) ARCHITECT'S CERTIFICATE: A certificate executed by the architect
     of record (the "Architect's Certificate") approved by MPT that indicates
     that all construction work completed on the Facility conforms with the
     requirements of the plans, specifications, and any change orders previously
     approved by MPT; and

          (c) CONTRACTOR'S CERTIFICATE; LIEN WAIVER: A certificate executed by
     the general contractor or construction manager that all work requested for
     reimbursement has been completed and a lien waiver that all bills have been
     paid.

SECTION 1.3 LEASE: On the Closing Date, the parties shall execute a lease
agreement for the Real Estate for the Facility in a form mutually satisfactory
to the parties (the "Lease") generally in accordance with the terms set forth
herein. If so requested by MPT, LESSEE shall form, and lease the Facility
through, a special purpose entity. The term of the Lease shall be for the
Construction Period (as herein defined) and a period of fifteen (15) years
following the Construction Period and (so long as there is no default under the
Lease) the Lease shall provide for three (3) options exercisable by LESSEE, in
its sole discretion, to extend for five (5) years so long as the options are
exercised at least six (6) months prior to the expiration of the Lease. The
Lease shall provide that at the expiration of the initial term of the Lease, and
at the expiration of each extended term thereafter, so long as there is no
default under the Lease, LESSEE shall have the option to purchase the Real
Estate at a purchase price equal to the greater of (i) the appraised fair market
value of the Real Estate (which appraisal shall assume that the Lease remains in
effect for a term of fifteen (15) years and shall not take into account any
purchase options contained therein), or (ii) the amount of the Total Development
Costs for the applicable Facility increased by an amount equal to the greater of
(A) Two and One-Half Percent (2.5%) per year from the Closing, or (B) the rate
of increase in the Consumer Price Index on each Adjustment Date. As used herein,
the term "Consumer Price index" means 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). As used herein, the term "Adjustment Date" means January 1 of
each year commencing on January 1, 2006. In the event that LESSEE exercises its
option hereunder to purchase the Real Estate, MPT shall have the right to
immediately terminate the Ground Lease.

SECTION 1.4 RENTS: The Lease for the Real Estate shall provide for the following
rent:

     Section 1.4.1 CONSTRUCTION PERIOD RENT: During the construction period (the
     "Construction Period"), LESSEE shall pay MPT, in consecutive monthly
     installments, a per annum amount equal to Ten and One-Half Percent (10.5%)
     (the "Rate" as herein defined) multiplied by the total amount of funds
     disbursed day to day under the Development Agreement plus the amount of any
     Ground Lease payments (the "Construction Period Rent"). The Construction
     Period Rent shall commence on the first day of the month following the
     month in which the first disbursement of funds are disbursed under the
     Development Agreement, and shall continue to be paid by LESSEE to MPT on
     the first (1st) day of each month.


                                        3
<PAGE>
     SECTION 1.4.2 BASE RENT: Following the Construction Period, the aggregate
     annual base rent ("Base Rent") for the Facility shall be an amount equal to
     the Rate multiplied by the Total Development Costs for the Facility plus
     the amount of any Ground Lease payments. The Base Rent shall be payable in
     twelve (12) equal monthly installments.

     SECTION 1.4.3 RENT INCREASE: Commencing on January 1, 2006 and on each
     January 1st thereafter (each such date an "Additional Rent Adjustment
     Date"), LESSEE shall be required to pay additional rent (the "Additional
     Rent") equal to the greater of (i) Two and One Half Percent (2.5%) or (ii)
     the rate of the Consumer Price Index (CPI) increase for such prior year
     multiplied by the previous year's Base Rent rate. Additional Rent for each
     such lease year shall be payable in twelve (12) equal monthly installments
     at the same time that the Base Rent is due.

     SECTION 1.4.4 CAPITAL IMPROVEMENT RESERVE: Commencing on the date that
     construction has been completed and on each January 1 thereafter, LESSEE
     will be required to make annual deposits into a capital improvement reserve
     (the "Capital Improvement Reserve"), at a financial institution of MPT'S
     choosing, in the amount of Two Thousand Five Hundred Dollars ($2,500) per
     bed increasing each January 1st by Two and One-Half Percent (2.5%). Such
     reserve shall be under the joint control of MPT and LESSEE and used for the
     repair and replacement of capital items on the Facility and as shall be
     expressly provided in the Lease.

SECTION 1.5 ABSOLUTE NET LEASE: The Real Estate for the Facility will be leased
to LESSEE on an absolute net or fully netted basis. The LESSEE will be
responsible for all costs of maintaining the Real Estate and the Facility
including, but not limited to taxes, insurance, maintenance and capital
improvements.

SECTION 1.6 ADDITIONAL SECURITY: As additional security for the performance of
LESSEE's obligations under the Lease. MPT shall be granted a security interest
in LESSEE's interest in personal property (excluding accounts receivable and the
proceeds thereof) and shall receive from LESSEE an assignment of any rents and
leases. The Lease shall be cross-defaulted with any other lease between LESSEE,
or its affiliates, and MPT, or its affiliates. LESSEE 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.

SECTION 1.7 COMMITMENT FEE: LESSEE shall pay to MPT a commitment fee (the
"Commitment Fee") equal to One Percent (1%) percent of the estimated Total
Development Costs, which shall be due and payable on the Closing Date: provided,
however, that One Hundred Thousand Dollars ($100,000) of the total One Percent
(1%) Commitment Fee will be payable upon final execution of this Commitment
Letter. Such fee shall be paid from LESSEE's own funds. Portions of the
Commitment fee may, under certain circumstances, be refunded to LESSEE as set
forth in Section 4.1 herein.

SECTION 1.8 CLOSING DATE: MPT and North Cypress agree that time is of the
essence and that the parties will prepare, negotiate and execute the 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 June 1, 2005. However, in no event shall the Closing
occur any later than June 30, 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."


                                        4
<PAGE>
SECTION 1.9 FINANCIAL INFORMATION AND COVENANTS: MPT must receive, prior to the
Closing, audited financial statements of LESSEE for all fiscal years since
LESSEE's inception and any existing current interim financial statements of
LESSEE, together with a five-year pro forma for the Facility. The Lease 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 fiscal year, audited
     financial statements of LESSEE, and the Facility by a nationally recognized
     accounting firm or an independent certified public accounting firm
     reasonably acceptable to MPT, which statements shall be prepared in
     accordance with generally accepted accounting principles ("GAAP"): plus

          (i)  Within forty-five (45) days after the end of each quarter,
               current financial statements of LESSEE and the Facility certified
               to be true and correct; and

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

          (b) Upon request, a certificate in form acceptable to MPT, that no
     event of default as defined in the Lease or in any other lease between
     LESSEE, 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 the receipt thereof by LESSEE or any of
     its affiliates, any and all notices (regardless of form) from any and all
     licensing and/or certifying agencies that any license or certification,
     including, without limitation, the Medicare or Medicaid certification of
     the Facility, is being downgraded, revoked or suspended, or that action is
     pending or being considered to downgrade, revoke or suspend such Facility's
     license or certification.

          (d) Such other financial information from LESSEE as MPT may, in its
     sole discretion, reasonably require at such other times as it shall deem
     necessary.

All financial statements and/or information described herein must be in such
form and detail as MPT shall from time to time reasonably request.

SECTION 1.10 COVENANTS AND EVENTS OF DEFAULT: In addition to all other customary
defaults and remedies, the Lease shall provide for financial covenants to be
mutually agreed upon by LESSEE and MPT. MPT and LESSEE agree that the Lease
terms will provide for limited forbearance of the enforcement of these covenants
during a period in which operations at the Facility are normalized.

SECTION 1.11 SUBLEASE AND ASSIGNMENT: LESSEE shall not sublease or assign (which
will be broadly defined) the Lease without the written consent of MPT: provided,
however, that at a minimum any such assignee must have, in MPT's sole
discretion, credit and operating characteristics equal to or stronger than
LESSEE's. Any such assignment shall not release the LESSEE. Any sublease shall
be


                                        5
<PAGE>
subordinate to the Lease and may be terminated or left in place by MPT in the
event of a termination of the Lease. Upon any change of Fifty Percent (50%) or
greater in the equity ownership of LESSEE, MPT shall have the right to require
LESSEE to repurchase the Real Estate in accordance with the provisions of
Section 1.3 relating to LESSEE's purchase option, to terminate the Lease, and/or
to exercise all other rights and remedies of the landlord under the Lease.

SECTION 1.12 CASH INJECTION: On the Closing Date, LESSEE shall have received
from its equity owners at least Fifteen Million Dollars ($15,000,000) in cash
contributions, and North Cypress will maintain at all times during the Lease a
tangible net worth, the amount of which shall be negotiated by the parties prior
to Closing. Contributions shall include the required letter of credit.

SECTION 1.13 LETTER OF CREDIT: Simultaneously with the execution and delivery of
the Lease by North Cypress. North Cypress 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 one (1) year of Base Rent under the Lease. Once operations have sustained
EBITDAR coverage of at least two (2) times Base Rent for two (2) consecutive
fiscal years, the letter of credit may be reduced to an amount equal to six (6)
months of Base Rent.

SECTION 1.14 SALE PROCEED DISTRIBUTIONS OR SYNDICATION: Option 1 MPT will allow
LESSEE to participate in any profits captured as a result of the Real Estate
being sold. MPT will receive from the sales proceeds an amount equal to the
Total Development Cost plus an IRR of Fifteen Percent (15%), any proceeds above
that amount will be distributed to LESSEE and MPT on an equal basis. Option 2
Subject to applicable healthcare regulatory requirements, if requested, MPT will
offer North Cypress or its physician partners opportunities to purchase up to
Forty-Nine Percent (49%) of the limited partnership equity interest in the MPT
entity that will hold title to the Real Estate. The valuation of the entity's
equity interest will be based on the historical cost of the entity's assets. To
the extent that MPT elects to put debt on the real estate, such debt will be
non-recourse to the limited partners. Such offering will occur six to nine
months following occupancy of the Facility. North Cypress and its physician
partners will invest on an equal basis with MPT.

                                   ARTICLE II

                                  THE FACILITY

SECTION 2.1 ACCESS TO INFORMATION: From the date hereof, LESSEE 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
LESSEE, and LESSEE shall furnish or cause to furnish such representatives with
all financial, operating, and other data or information relating to the LESSEE
and the Real Estate as may be reasonably requested in connection with MPT's due
diligence review.


                                        6
<PAGE>
SECTION 2.2 APPROVAL OF THE FACILITY: MPT shall have the right to review and
approve all aspects of the Facility, including the final configuration of the
Real Estate, the location of any improvements on the Real Estate, the location
of all roads and interchanges in relation to the Real Estate, the location of
all property lines, utilities, easements, rights of way, common areas and
amenities affecting the Facility, the soil and subsurface engineering studies,
investigations and reports that support and justify the location of the
Facility. The Real Estate shall have such easements, rights-of-way and other
privileges as are necessary to operate the Facility. North Cypress will provide
MPT with preliminary design and development plans for the Facility. Such plans
must be acceptable to MPT. MPT will approve the design and development of the
Facility so long as they are consistent in all material respects with the plans
previously provided to and approved by MPT but MPT's approval shall not be
unreasonably withheld.

SECTION 2.3 INSPECTION OF FACILITY:

          (a) Total Development Costs shall include a fee to MPT in the amount
     of Seventy-Five Thousand Dollars ($75,000) to cover the cost of MPT's
     inspections of the Facility during the construction stage.

          (b) LESSEE shall pay MPT Seven Thousand Five Hundred Dollars ($7,500)
     (increasing at the rate of Two and One-Half Percent (2.5 %) per year
     starting on January 1, 2006) for the Facility per annum to cover the cost
     of physical inspections for the Facility. LESSEE shall maintain the
     Facility in a first class manner and shall be required to respond to any
     deficiencies reported on in these annual reports.

SECTION 2.4 MPT'S RIGHT TO INSPECT FACILITY: MPT and its representatives shall
have the right to make periodic inspections of the Facility from time to time
upon reasonable prior notice to LESSEE. MPT shall use reasonable efforts to not
disrupt the patient care being provided at she Facility.

SECTION 2.5 EXPANSIONS AND RENOVATIONS: So long as MPT is the owner of the Real
Estate, the MPT shall have a right of first opportunity to fund any expansions
or material renovations requested by LESSEE at the Facility. The lease term for
the expansions or renovations shall be identical to the term of the Lease.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

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

SECTION 3.1 CONTRACTS, CONSENTS AND LIEN WAIVERS: Fully executed counterparts of
any previously executed contracts with architects, engineers, contractors and
material subcontractors and lien waivers and subordinations pursuant to which
such parties release all liens for work performed by them prior to the Closing.


                                        7
<PAGE>
SECTION 3.2 GOVERNMENTAL APPROVALS AND LICENSES: Copies of all permits, licenses
and other approvals of governmental authorities required for the operation of
the Facility for its intended use and written evidence satisfactory to MPT that
the operation and use of the Facility are in accordance with ail applicable
governmental requirements.

SECTION 3.3 TITLE INSURANCE: At LESSEE's expense, a title insurance policy
conforming to the requirements set forth in Exhibit A hereto 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. LESSEE will provide
any customary affidavits and certifications required by the title company,

SECTION 3.4 INSURANCE: LESSEE must provide evidence to MPT that the LESSEE is
maintaining insurance on the Facility 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 3.5 SURVEY: At LESSEE's 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 Texas 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 3.6 UCC SEARCHES: UCC searches.

SECTION 3.7 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 3.8 PLANS: To the extent LESSEE has them; LESSEE will provide MPT with
one complete set of final plans and specifications for the Facility,

SECTION 3.9 ATTORNEY'S OPINION: An opinion of counsel for the LESSEE and any
entity-GUARANTOR addressed to MPT covering such matters as MPT may reasonably
require.

SECTION 3.10 ENVIRONMENTAL MATTERS: An environmental indemnity agreement,
mutually acceptable to LESSEE and MPT, executed by LESSEE and any
entity-GUARANTOR in favor of MPT. Pursuant to that agreement, the LESSEE and any
entity-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
Facility and from any violations of environmental laws and regulations.

SECTION 3.11 ORGANIZATIONAL DOCUMENTS: Certified copies of the organizational
documents of the LESSEE and any entity-GUARANTOR together with such resolutions,
consents and similar documents evidencing the authorization of the Transaction
contemplated by this Commitment Letter as MPT may require and must be in a form
satisfactory to MPT.


                                        8
<PAGE>
SECTION 3.12 OTHER: Such other documents, certificates, and the like, as may be
customary in comparable transactions or as MPT may otherwise reasonably require.

                                   ARTICLE IV

                             ADDITIONAL REQUIREMENTS

SECTION 4.1 EXPENSES: LESSEE shall reimburse MPT for all reasonable expenses
incurred in connection with this Commitment Letter, the Total Development Costs
(as incurred to the date of failure), and the lease of the Real Estate;
provided, however, that LESSEE will not be required to reimburse any such
expenses if Closing does not occur as a result of MPT's failure to perform,
including the Commitment Fee (unless such failure is as a result of LESSEE's
failure to perform). Reimbursable expenses shall be included in the Total
Development Costs. Such expenses shall include, but not be limited to, third
party reports and reasonable legal costs. For the period of March 17, 2005 until
June 1, 2005, if there is a change of law which would interfere with physician
ownership of the Facility and LESSEE chooses not to go forward with the
development of the Facility, the amount of MPT's expenses, including the
Commitment Fee, shall be capped at One Hundred Thousand Dollars ($100,000).

SECTION 4.2 MANAGEMENT: LESSEE or a management company approved by MPT will at
all times manage the Facility unless written approval is obtained from MPT or
unless removed by MPT as provided for herein or in the Definitive Documents. All
fees in excess of One Million Dollars ($1,000,000) per year that are due and
payable under all management agreements shall be subordinate to all monetary
obligations under the Lease.

SECTION 4.3 SIGNS: MPT shall have the right to erect a sign, such as a bronze
plaque, subject to approval by LESSEE, at the Facility stating that the Real
Estate is owned by MPT.


                                        9
<PAGE>
                                    ARTICLE V

                               GENERAL CONDITIONS

SECTION 5.1 REPRESENTATIONS OF THE LESSEE AND ANY GUARANTORS: MPT's obligations
under this Commitment Letter are subject to and contingent upon the accuracy and
completeness of all information, representations and materials submitted with or
in support of this Transaction and the LESSEE's and each GUARANTOR'S strict and
timely compliance with all terms, conditions and requirements set forth herein.

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

SECTION 5.3 ENTIRE AGREEMENT, MODIFICATIONS AND AMENDMENTS: This Commitment
Letter and the Confidentiality Agreement described in Section 5.7 hereof contain
the entire agreement of the LESSEE and the MPT with respect to the Transaction
and supersede any prior or contemporaneous understanding or commitment. MPT has
made no representations to the LESSEE 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 the LESSEE to the MPT of a
fully-executed copy of this Commitment Letter by the time set forth below, this
Commitment Letter will constitute an agreement of the LESSEE to consummate the
Transaction in accordance with the terms and conditions set forth herein. If
said executed copy of this Commitment Letter is not received by MPT by 11:59
p.m. Central Time on March 17, 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 NONSOLICITATION: 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 Facility, from
the date hereof until June 1, 2005, neither North Cypress nor any officer,
director, employee, or agent of North Cypress shall, directly or indirectly,
enter into any agreement with any prospective person or entity other than MPT
regarding the acquisition, transfer, financing, or leasing of the Facility,
whether through purchase, merger, assignment, mortgage, or otherwise. If MPT
delivers Definitive Documents prior to June 30, 2005, North Cypress will be
obligated to execute with MPT the transaction described in such Definitive
Documents. Moreover, if MPT fails to deliver Definitive Documents prior to June
30, 2005, and such failure results in whole or in part from the actions or
inactions of North Cypress, then North Cypress shall continue to be obligated to
execute with MPT the transaction described in such Definitive Documents for a
period of thirty (30) days following North Cypress's cure of any such actions or
inactions that resulted in a delay


                                       10
<PAGE>
of the Closing. MPT and North Cypress will endeavor in good faith to close the
transaction in a timely manner.

SECTION 5.7 CONFIDENTIALITY: The parties reaffirm the existence and validity of
that certain confidentiality agreement between MPT and LESSEE dated January 17,
2005 (the "Confidentiality Agreement") and agree to continue to comply with all
of the terms and provisions thereof.

SECTION 5.8 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 5.9 PERMITTED DISCLOSURES: Notwithstanding any other agreement of the
parties, in connection with its public offering or 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 North Cypress
respecting the Facility and may provide other information regarding LESSEE, the
GUARANTORS, the Real Estate and the Facility 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. LESSEE 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 GOVERNING LAW: This Commitment Letter shall be governed by and
construed in accordance with Delaware law.

SECTION 5.11 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

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.

                   [Signatures appear on the following page.]


                                       11
<PAGE>
                                        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:


/s/ Robert A Behar, MD
-------------------------------------

By: Robert A Behar, MD
Its: CHAIRMAN OF THE BOARD
Dated: 3/17/05 - 10:30 pm


                                       12
<PAGE>
                                    EXHIBIT A

                          TITLE INSURANCE REQUIREMENTS

MPT Operating Partnership, L.P. 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 any 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 Facility is located.

2. The amount of the owner's title insurance policy on each Facility 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 Facility
is 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 Facility is 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 Facility 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 terms 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 Facility insured against loss or damage
from such causes as are customarily insured against, by prudent owners of
similar Facility. 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 Facility 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,
lightning, 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 by 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.

     Workers 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). Products Liability, Completed Operations, Broad Form
Contractual Liability. Broad 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 not 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 Bond 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, 7(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 Plat correctly shows the location of all easements, 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 the 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 easements
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
the 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,
streets or alleys 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 egress 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
<PAGE>
                                  SCHEDULE 1.2

                              PROJECT COST ANALYSIS

              (PRELIMINARY - FOR DISCUSSION & BUDGET PURPOSES ONLY)

               ____________ GROSS

               ____________ RENTABLE               Date Printed ___________

<TABLE>
<CAPTION>
                                                             LOAN    % OF    COST PER
PRO FORMA ITEM                                              BUDGET   TOTAL   SF GROSS
--------------                                              ------   -----   --------
<S>                                                         <C>      <C>     <C>
LAND                                   Acres  S__________
HARD COSTS:
HOSPITAL*                    ________  S.F.@  S__________
LTAC BEDS                    ________  S.F.@  S__________
FINISHED ACUTE BEDS          ________  S.F.@  S__________
CONNECTOR TO MOB (3FLS)      ________  S.F.@  S__________
IMAGING CENTER TI ALLOWANCE  ________  S.F.@  S__________
SITE WORK*                   ________  S.F.@  S__________
ADDITIONAL PARKING                           ___SPACES
MATERIAL COST INCREASE ALLOWANCE (3%)
CONSTRUCTION MANAGEMENT FEE
CONSTRUCTION CONTINGENCY

   TOTAL HARD COST

SOFT COSTS:

ARCHITECTURAL & ENGINEERING
DEVELOPER OVERHEAD & COSTS
GD LEASE PAYMENTS
CITY PERMITS, IMPACT FEES & UTILITY CONNECTIONS
INSPECTIONS--MPT
SOILS, ENVIRONMENTAL & APPRAISAL REPORTS
CLOSING COSTS
ADVERTISING S SIGNAGE
LEGAL
INSURANCE & TAXES
MPT FINANCING FEE               _________
INTERIOR DESIGN
PRE-OPENING COSTS
BROKER FEE
CONTINGENCY

TOTAL SOFT COSTS

TOTAL HOSPITAL LAND, HARD (NET) & SOFT COSTS

ESTIMATED LEASE PAYMENTS DURING CONSTRUCTION

TOTAL HOSPITAL PROJECT COST
</TABLE>

*    ACTUAL CONSTRUCTION COSTS TO BE ADJUSTED TO THE FINAL COST OF CONSTRUCTION
     AS CONTAINED IN GUARANTEE NOT TO EXCEED CONSTRUCTION CONTRACT.