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                                                                   EXHIBIT 10.35

                               SECOND AMENDMENT TO
                             OPERATING AGREEMENT OF
                  LOUISIANA HEART HOSPITAL, LLC (the "Company")

         THIS SECOND AMENDMENT to the Operating Agreement of the Company is
effective as of the date the Operating Agreement is initially adopted by its
Member(s) (the "Amendment").

         1.       Section 3.9 is hereby deleted and replaced in its entirety
                  with the following:

                  SECTION 3.9.      APPOINTMENT OF BOARD OF DIRECTORS.

                  The Members shall appoint a Board of Directors as follows:

                           (a)      LHMI shall appoint four (4) Directors; and

                           (b)      The Investor Members shall appoint four (4)
                  Directors, subject to the following restrictions:

                                    (i)      one (1) of the Directors appointed
                           by the Investor Members shall practice cardiology
                           primarily in the greater Covington, Louisiana area;

                                    (ii)     one (1) of the Directors appointed
                           by the Investor Members shall practice cardiology
                           primarily in the greater Slidell, Louisiana area;

                                    (iii)    one (1) of the Directors appointed
                           by the Investor Members shall be a cardiovascular
                           surgeon appointed by the vote of a majority of the
                           Investor Members; and

                                    (iv)     the fourth (4th) Investor Member
                           Director shall be another individual Investor Member
                           appointed by the vote of a majority of the Investor
                           Members.

                           A Member or group of Members shall have the right,
                  with or without cause, to remove, substitute or replace any
                  Director which it or they appointed.

         2.       Section 5.9, "Meetings, Quorum and Vote of the Board of
Directors," is hereby deleted and replaced with the following:

                  SECTION 5.9.      MEETINGS, QUORUM AND VOTE OF THE BOARD OF
                                    DIRECTORS.

                           (a)      The Board of Directors shall meet at least
                  quarterly. Notice of any meeting, regular or special, shall be
                  delivered to each Director personally, by telephone, by
                  electronic mail, by facsimile transmission or in writing at
                  least five (5) business days before the meeting.

                           (b)      An emergency meeting of the Board of
                  Directors may be called by any Director upon shorter notice.
                  Action taken at the emergency meeting shall be


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                  valid so long as the meeting is attended by at least three (3)
                  members of the Board of Directors who are representatives of
                  each of the Investor Members and of LHMI, and the action is
                  unanimously approved by the members of the Board of Directors
                  present at such meeting.

                           (c)      The Board of Directors shall elect one of
                  its members to preside over the meetings as the Chairperson
                  and one of its members, as the Secretary, to oversee the
                  preparation and delivery of meeting notices and the
                  preparation of minutes of the meetings of the Board of
                  Directors and Members.

                           (d)      A quorum of the Board of Directors shall be
                  necessary to conduct business at any meeting. A quorum shall
                  consist of six (6) Directors and must include three (3)
                  Directors designated by each of LHMI and the Investor Members.
                  A Director may attend a meeting by telephone or other
                  electronic means and be considered present for purposes of a
                  quorum so long as the telephone or other connection allows
                  each Director to hear and be heard by all other Directors.

                           (e)      Except as provided in Section 5.15 or as
                  otherwise expressly provided in this Agreement, any action
                  taken by the Board of Directors shall require the affirmative
                  vote of at least a majority of the Directors present at a
                  meeting at which a quorum is present and shall require the
                  consent of at least three (3) members of the Board of
                  Directors appointed by each of LHMI and the Investor Members,
                  which affirmative vote or consent shall not be unreasonably
                  withheld or delayed.

                           (f)      Any action which is required to be or may be
                  taken at a meeting of the Board of Directors may be taken
                  without a meeting if consented to in writing, either
                  collectively or in counterparts, setting forth the action so
                  taken.

                           (g)      Attendance at a meeting of the Board of
                  Directors constitutes waiver of any objection to the Notice of
                  the meeting.

Except as provided herein, the Operating Agreement shall remain in full force
and effect.


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