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                                                                   EXHIBIT 10.24

                          IASIS HEALTHCARE CORPORATION

June 22, 2004

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Re: Rollover Options

Dear ____________,

      As you may know, in connection with the transactions (the "Transactions")
contemplated by the Agreement and Plan of Merger, dated as of May 4, 2004 (the
"Merger Agreement"), by and among IASIS Investment LLC ("Purchaser"), Titan
Acquisition Corporation and IASIS Healthcare Corporation (the "Company"), the
Company will become a wholly-owned subsidiary of Purchaser. In connection with
the Transactions and pursuant to the Merger Agreement, you agree that on the
Effective Time your current options to purchase _______ common shares of the
Company with an exercise price of $9.52 per share (the "Original Rollover
Options"), will be converted into a fully-vested option to purchase _________
common shares at an exercise price of $8.75 per share and a fully-vested option
to purchase ________ preferred shares at an exercise price of $437.48 per share
of the Company (collectively, the "New Rollover Options") in accordance with
Section 2.05 of the Merger Agreement. Capitalized terms used in this letter and
not defined herein shall have the meanings set forth in the Merger Agreement.

      The New Rollover Options shall have the same terms and conditions
applicable to your Original Rollover Options immediately prior to the
Transactions; provided, however, that notwithstanding any provisions to the
contrary in the Original Rollover Options or the employment agreement, dated as
of May 4, 2004, (the "Employment Agreement") between you and the Company, (a)
such New Rollover Options shall remain outstanding and exercisable for the
remainder of their original term regardless of any termination of your
employment for any reason, and (b) prior to exercising the New Rollover Options
you shall be required to execute a Management Stockholders' Agreement (attached
as Exhibit D to the Employment Agreement).

      All Options to purchase common shares of the Company (other than the
Original Rollover Options) that you hold immediately prior to the Transactions
will be cancelled in exchange for a payment equal to the excess, if any, of the
Per Share Merger Consideration over the per share exercise price of such Option,
multiplied by the number of Company Shares underlying such Options, in
accordance with Section 2.05(a) of the Merger Agreement. Receipt of payment with
respect to any Option with an exercise price that is less than the Per Share
Merger Consideration shall be in full and final settlement of all Options,
including Options with an exercise price equal to or greater than the Per Share
Merger Consideration (other than the Original Rollover Options).

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      Accordingly, you hereby agree and acknowledge that (i) the stock option
agreement evidencing the Original Rollover Options that you have received from
the Company pursuant to the 2000 Stock Option Plan is hereby amended to reflect
the conversion of your Original Rollover Options into New Rollover Options as
described above, (ii) all of your Options which are not Original Rollover
Options as of the consummation of the Transactions shall be cancelled and the
payment described above shall be in full and final satisfaction of any and all
obligations in respect of all of your Options (other than the Original Rollover
Options) and (iii) as a condition to exercising your New Rollover Options, you
will execute the Management Stockholders' Agreement provided to you by the
Company.

      Please note that the terms of this letter agreement are subject to and
conditioned upon the consummation of the Transactions under the Merger
Agreement. Please sign and return this letter to the undersigned to evidence
your acknowledgement and agreement with the foregoing. By execution of this
letter, you also hereby agree and acknowledge that this letter (i) replaces and
supercedes the letter to you relating to the rollover of your Original Rollover
Options, dated May 4, 2004, and (ii) replaces, in its entirety, Exhibit A to the
Employment Agreement.

                            [SIGNATURE PAGE FOLLOWS]

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      We appreciate your support and thank you for your assistance.

                                           Sincerely,
                                           ____________________________
                                           IASIS Healthcare Corporation
                                           By:_________________________
                                           Title:______________________

Agreed and Accepted:

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