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                                                                   EXHIBIT 10.68



                                     SYMBION
                              STOCK INCENTIVE PLAN






                              AMENDED AND RESTATED




                            EFFECTIVE March 28, 2002




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                                     SYMBION
                              STOCK INCENTIVE PLAN

                                    PREAMBLE

         WHEREAS, Symbion, Inc., formerly known as UniPhy Healthcare, Inc., (the
"Company") established the Symbion, Inc. Stock Option Plan (the "Plan") through
which the Company may award options to purchase the Common Stock of the Company
to directors, officers, employees, and consultants of the Company and its
affiliates;

         WHEREAS, the Company previously adopted the Plan as the Symbion, Inc.
Stock Option Plan and now desires to amend and restate the Plan to increase the
number of shares available for issuance hereunder, to permit the granting of
Stock subject to restrictions on transfer and/or forfeiture, and to change the
name of the Plan to the Symbion Stock Incentive Plan.

         NOW, THEREFORE, the Company hereby amends and restates the Plan,
effective March 28, 2002.

                             ARTICLE I. DEFINITIONS

         1.1 Affiliate. A "parent corporation," as defined in section 424(e) of
the Code, or "subsidiary corporation," as defined in section 424(f) of the Code,
of the Company.

         1.2 Agreement. A written agreement (including any amendment or
supplement thereto) between the Company or Affiliate and a Participant
specifying the terms and conditions of an Award granted to such Participant.

         1.3 Award. A right that is granted under the Plan to a Participant by
the Company, which may be in the form of Options or Restricted Stock.

         1.4 Board. The board of directors of the Company.

         1.5 Code. The Internal Revenue Code of 1986, as amended.

         1.6 Committee. The Board or any committee of Board members that is
designated by the Board to serve as the administrator of the Plan; provided,
however, that in the event that any common class of equity securities of the
Company becomes subject to registration under section 12 of the Exchange Act,
the Committee shall be composed of at least two individuals (or such number that
satisfies section 162(m)(4)(C) of the Code and Rule 16b-3 of the Exchange Act)
who are members of the Board and are not employees of the Company or an
Affiliate, and who are designated by the Board as the "compensation committee"
or are otherwise designated to administer the Plan. In the absence of a
designation of a Committee by the Board, the Board shall be the Committee.

         1.7 Company. Symbion, Inc. and its successors.


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         1.8 Date of Exercise. The date that the Company accepts tender of the
exercise price of an Option.

         1.9 Exchange Act. The Securities Exchange Act of 1934, as amended.

         1.10 Fair Market Value. On any given date, Fair Market Value shall be
the applicable description below (unless the Committee determines in good faith
the fair market value of the Stock to be otherwise):

         (a)      If the Stock is traded on a trading exchange (e.g., the New
                  York Stock Exchange) or is reported on the NASDAQ National
                  Market System or another NASDAQ automated quotation system,
                  Fair Market Value shall be determined by reference to the
                  price of the Stock on such exchange or system with respect to
                  the date for which Fair Market Value is being determined.

         (b)      If the Stock is not traded on a recognized exchange or
                  automated trading system, Fair Market Value shall be the value
                  determined in good faith by the Committee or the Board.

         1.11 Incentive Option. An Option that is intended to qualify as an
"incentive stock option" within the meaning of section 422 of the Code. An
Incentive Option, or a portion thereof, shall not be invalid for failure to
qualify under section 422 of the Code, but shall be treated as a Nonqualified
Option.

         1.12 Nonqualified Option. An Option that is not an Incentive Option.

         1.13 Option. The right that is granted hereunder to a Participant to
purchase from the Company a stated number of shares of Stock at the price set
forth in an Agreement. As used herein, an Option includes both Incentive Options
and Nonqualified Options.

         1.14 Participant. A director, officer, employee, consultant or advisor
of the Company or of an Affiliate who satisfies the requirements of Article IV
and is selected by the Committee to receive an Award.

         1.15     Plan.  The Symbion Stock Incentive Plan.

         1.16 Restricted Stock. A grant of Stock that is subject to restrictions
on transfer by and/or a risk of forfeiture to the Participant, as described in
Section 4.6. Restricted Stock awarded to a Participant shall cease to be
Restricted Stock at the time that such restrictions and risks of forfeiture
lapse in accordance with the terms of the Agreement or Plan.

         1.17     Stock.  The Common Stock of the Company.

         1.18 Ten Percent Shareholder. An individual who owns more than 10% of
the total combined voting power of all classes of stock of the Company or an
Affiliate at the time he is granted an Incentive Option. For the purpose of
determining if an individual is a Ten


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Percent Shareholder, he shall be deemed to own any voting stock owned (directly
or indirectly) by or for his brothers and sisters (whether by whole or half
blood), spouse, ancestors or lineal descendants and shall be considered to own
proportionately any voting stock owned (directly or indirectly) by or for a
corporation, partnership, estate or trust of which such individual is a
shareholder, partner or beneficiary.

                               ARTICLE II. PURPOSE

         The purpose of this Plan is to encourage ownership of Stock of the
Company by directors, officers, employees, consultants and advisors of the
Company and any current or future Affiliate. This Plan is intended to provide an
incentive and bonus for maximum effort in the successful operation of the
Company and is expected to benefit the shareholders by associating the interests
of the Company's employees with those of its shareholders and by enabling the
Company to attract and retain personnel of the best available talent through the
opportunity to share, by the proprietary interests created by this Plan, in the
increased value of the Company's shares to which such personnel have
contributed. The benefits of this Plan are not a substitute for compensation
otherwise payable to Company employees pursuant to the terms of their
employment. Proceeds from the purchase of Stock pursuant to this Plan shall be
used for the general business purposes of the Company.

                           ARTICLE III. ADMINISTRATION

         3.1 Administration of Plan. The Plan shall be administered by the
Committee. The express grant in the Plan of any specific power to the Committee
shall not be construed as limiting any power or authority of the Committee. Any
decision made or action taken by the Committee to administer the Plan shall be
final and conclusive. No member of the Committee shall be liable for any act
done in good faith with respect to this Plan or any Agreement or Award. The
Company shall bear all expenses of Plan administration. In addition to all other
authority vested with the Committee under the Plan, the Committee shall have
complete authority to:

         (a)    Interpret all provisions of this Plan;

         (b)    Prescribe the form of any Agreement and notice and manner for
                executing or giving the same;

         (c)    Make amendments to all Agreements;

         (d)    Adopt, amend, and rescind rules for Plan administration; and

         (e)    Make all determinations it deems advisable for the
                administration of this Plan.

         3.2 Authority to Grant Awards. The Committee shall have authority to
grant Awards upon such terms the Committee deems appropriate and that are not
inconsistent with the provisions of this Plan. Such terms may include conditions
on the exercise of all or any part of an Option.



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         3.3 Persons Subject to Section 16(b). Notwithstanding anything in the
Plan to the contrary, the Committee, in its absolute discretion, may bifurcate
the Plan so as to restrict, limit or condition the use of any provision of the
Plan to participants who are officers and directors subject to section 16(b) of
the Exchange Act, without so restricting, limiting or conditioning the Plan with
respect to other Participants.

                  ARTICLE IV. AWARD ELIGIBILITY AND LIMITATIONS

         4.1 Participation. The Committee may from time to time designate
directors, officers, employees, consultants and advisors to whom Awards are to
be granted and who are eligible to become Participants. Such designation shall
specify the number of shares of Stock, if any, subject to each Award. All Awards
granted under this Plan shall be evidenced by Agreements that shall be subject
to applicable provisions of this Plan or such other provisions as the Committee
may adopt that are not inconsistent with the Plan.

         4.2 Grant of Awards. An Award shall be deemed to be granted to a
Participant at the time that the Committee designates in a writing that is
adopted by the Committee as the grant of an Award, and that makes reference to
the name of the Participant and the number of shares of Stock that are subject
to the Award. Accordingly, an Award may be deemed to be granted prior to the
approval of this Plan by the shareholders of the Company and prior to the time
that an Agreement is executed by the Participant and the Company.

         4.3 Limitations on Grants. The maximum number of shares with respect to
which Options may be granted to any individual for any calendar year under the
Plan is 10,000,000.

         4.4 Limitations on Incentive Options. A person who is not an employee
of the Company or an Affiliate is not eligible to receive an Incentive Option.
To the extent that the aggregate Fair Market Value of Stock with respect to
which Incentive Options are exercisable for the first time by a Participant
during any calendar year (under all stock incentive plans of the Company and its
Affiliates) exceeds $100,000 (or the amount specified in section 422 of the
Code), determined as of the date an Incentive Option is granted, such Options
shall be treated as Nonqualified Options. This provision shall be applied by
taking Incentive Options into account in the order in which they were granted.

         4.5 Restricted Stock. An award of Restricted Stock to a Participant is
a grant of Stock that is subject to forfeiture and/or restrictions on transfer
that are identified in an Agreement. The Committee may grant Restricted Stock to
a Participant as part of a "deposit share," "performance award" or any other
arrangement established by the Committee and specified in an Agreement. A
Participant who receives Restricted Stock shall be treated as a shareholder of
the Company for all purposes, except that the rights of the Participant may be
limited under the terms of the Agreement. Unless otherwise specified in an
Agreement, Participants shall be entitled to receive dividends on and exercise
voting rights with respect to shares of Restricted Stock.



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                        ARTICLE V. STOCK SUBJECT TO PLAN

         5.1 Source of Shares. Upon the exercise of an Option or the grant of
Restricted Stock, the Company shall deliver to the Participant authorized but
previously unissued Stock or Stock that is held by the Company as treasury
stock.

         5.2 Maximum Number of Shares. The maximum number of shares of Company
Stock available for issuance under the Plan shall not exceed the lesser of
28,125,000 shares or 12.5% of the total number of shares then outstanding on a
fully diluted basis (assuming exercise of all outstanding options and warrants
and conversion of all convertible preferred stock), subject to increases and
adjustments as provided in this Article 5 and Article 8, provided, however, that
no adjustment shall be made for any stock split or reverse stock split approved
by the Board within 12 months of its approval this Plan.

         5.3 Forfeitures. If any Option granted hereunder expires or terminates
for any reason without having been exercised in full, or Restricted Stock is
forfeited, the shares of Stock subject thereto shall again be available for
issuance of an Award under this Plan.

               ARTICLE VI. OPTION EXERCISE AND SHAREHOLDER RIGHTS

         6.1 Exercise Price. The exercise price of an Incentive Option shall not
be less than 100% of the Fair Market Value of a share of Stock on the date the
Incentive Option is granted. In the case of a Ten Percent Shareholder, however,
the exercise price of an Incentive Option shall not be less than 110% of the
Fair Market Value of a share of Stock on the date the Incentive Option is
granted. The exercise price of a Nonqualified Option shall not be less than 85%
of the Fair Market Value of a share of Stock on the date of grant.

         6.2 Right to Exercise. An Option may be exercisable on the date of
grant or on such other date(s) established by the Committee or provided for in
an Agreement, provided, however, that Options granted to officers or directors
subject to section 16 of the Exchange Act shall not be exercisable or
transferable, and restrictions on Restricted Stock shall not lapse, until at
least six months after the Award is granted.

         6.3 Maximum Exercise Period. The maximum period in which an Option may
be exercised shall be determined by the Committee on the date of grant except
that no Incentive Option shall be exercisable after the expiration of 10 years
(five years in the case of Incentive Options granted to a Ten Percent
Shareholder) from the date it was granted. A Participant must exercise an
Incentive Option while he is an employee of the Company or an Affiliate, or
within three months of termination of employment with the Company and its
Affiliates (one year in the case of termination due to disability or death).

         6.4 Transferability. Any Award granted under this Plan shall not be
transferable except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the Participant only by the
Participant; provided, however, that a Nonqualified Option or Restricted Stock
may be transferable to the extent provided in an Agreement. No right or interest
of a Participant in any Award shall be liable for, or subject to, any lien,
obligation or liability of such Participant.


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         6.5 Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to shares subject to Options prior to the Date of
Exercise of such Option. A Participant's rights as a shareholder with respect to
Restricted Stock shall be determined as provided in Section 4.4.

         6.6 Employee Status. The Committee shall determine the extent to which
a leave of absence for military or government service, illness, temporary
disability, or other reasons shall be treated as a termination or interruption
of employment for purposes of determining questions of forfeiture and exercise
of an Award after termination of employment. With respect to an Incentive
Option, such period of unemployment that is longer than three months following
termination may be treated as employment if consistent with section 422 of the
Code pursuant to a federal statute, Treasury Regulation, or a published ruling
of the Internal Revenue Service that has general application.

                         ARTICLE VII. METHOD OF EXERCISE

         7.1 Exercise. An Option granted hereunder shall be deemed to have been
exercised on the Date of Exercise. Subject to the provisions of Articles VI and
IX, an Option may be exercised in whole or in part at such times and in
compliance with such requirements as the Committee shall determine.

         7.2 Payment. Except as otherwise provided by the Agreement, payment of
the Option price shall be made in cash (including an exercise involving the
pledge of shares and a loan through a broker described in Securities and
Exchange Commission Regulation T), Stock that was acquired at least six months
prior to the exercise of the Option, other consideration acceptable to the
Committee, or a combination thereof.

         7.3 Federal Withholding Tax Requirements. For a Participant who is an
employee of the Company or an Affiliate, upon the exercise of a Nonqualified
Option or the lapse of restrictions on Restricted Stock, the Participant shall,
upon notification of the amount due, pay to the Company amounts necessary to
satisfy applicable federal, state and local withholding tax requirements or
shall otherwise make arrangements satisfactory to the Company for such
requirements. Such withholding requirements shall not apply to the exercise of
an Incentive Option, or to a disqualifying disposition of Stock that is acquired
with an Incentive Option, unless the Committee gives the Participant notice that
withholding described in this Section is required.

         7.4 Issuance and Delivery of Shares. Shares of Stock issued pursuant to
the exercise of Options hereunder shall be delivered to Participants by the
Company (or its transfer agent) as soon as administratively feasible after a
Participant exercises an Option hereunder, or is granted Restricted Stock, and
executes any applicable shareholder agreement or agreement described in Section
9.2 that the Company requires at the time of exercise.

                 ARTICLE VIII. ADJUSTMENT UPON CORPORATE CHANGES

         8.1 Adjustments to Shares. The maximum number of shares of Stock with
respect to which Awards hereunder may be granted and which are the subject of


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outstanding Awards shall be adjusted as the Committee determines (in its sole
discretion) to be appropriate, in the event that:

         (a)   the Company or an Affiliate effects one or more Stock dividends,
               Stock splits, reverse Stock splits, subdivisions, consolidations
               or other similar events;

         (b)   the Company or an Affiliate engages in a transaction to which
               section 424 of the Code applies; or

         (c)   there occurs any other event that in the judgment of the
               Committee necessitates such action;


provided, however, that if an event described in paragraph (a) or (b) occurs,
the Committee shall make adjustments to the limits on Awards specified in
Section 5.2 that are proportionate to the modifications of the Stock that are on
account of such corporate changes. Notwithstanding the foregoing, the Committee
may not modify the Plan or the terms of any Awards then outstanding or to be
granted hereunder to provide for the issuance under the Plan of a different
class of stock or kind of securities.

         8.2 Substitution of Awards on Merger or Acquisition. The Committee may
grant Awards in substitution for stock awards, stock options, stock appreciation
rights or similar awards held by an individual who becomes an employee of the
Company or an Affiliate in connection with a transaction to which section 424(a)
of the Code applies. The terms of such substituted Options shall be determined
by the Committee in its sole discretion, subject only to the limitations of
Article V.

         8.3 Effect of Certain Transactions. The provisions of this Section
shall apply to the extent that an Agreement does not otherwise expressly address
the matters contained herein. If the Company experiences an event which results
in a "Change in Control," as defined in Section 8.3(a), then, whether or not the
vesting requirements set forth in any Agreement have been satisfied, (i) all
shares of Restricted Stock that are outstanding at the time of the Change in
Control shall become fully vested and all restrictions shall lapse upon the
Change in Control event, and (ii) all Options that are outstanding at the time
of the Change in Control shall become fully vested and exercisable immediately
prior to the Change in Control event.

         (a)   A Change in Control will be deemed to have occurred for purposes
               hereof, if any one of the following events occur:

                        (1) An acquisition (other than directly from the
               Company) of any voting securities of the Company (the "Voting
               Securities") by any "Person" (as that term is used for purposes
               of Section 13(d) or 14(d) of the Securities Exchange Act of 1934,
               as amended (the "Exchange Act")), immediately after which such
               Person has "Beneficial Ownership" (within the meaning of Rule
               13d-3 promulgated under the Exchange Act) of more than fifty
               percent (50%) of the combined voting power of the Company's then
               outstanding Voting Securities; provided, however, in determining
               whether a Change in Control has occurred, Voting Securities which
               are acquired in a Non-Control Acquisition shall not constitute an
               acquisition which would cause a Change


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               in Control. A "Non-Control Acquisition" shall mean an acquisition
               by (1) an employee benefit plan (or a trust forming a part
               thereof) maintained by (A) the Company, or (B) any corporation or
               other Person of which a majority of its voting power or its
               voting equity securities or equity interest is owned, directly or
               indirectly, by the Company (for purposes of this definition, a
               "Subsidiary"), (2) the Company or its Subsidiaries, or (3) any
               Person in connection with a Non-Control Transaction (as
               hereinafter defined);

                        (2) The individuals who, as of the date of this Plan,
               are members of the Company's Board of Directors (the "Incumbent
               Board"), cease for any reason to constitute at least a majority
               of the members of the Company's Board of Directors; provided,
               however, that if the election, or nomination for election by the
               Company's stockholders, of any new director was approved by a
               vote of at least a majority of the Incumbent Board, such new
               director shall, for purposes of this Plan, be considered as a
               member of the Incumbent Board; provided, further, however, that
               no individual shall be considered a member of the Incumbent Board
               if such individual initially assumed office as a result of either
               an actual or threatened "Election Contest" (as described in Rule
               14a-11 promulgated under the Exchange Act) or other actual or
               threatened solicitation of proxies or consents by or on behalf of
               a Person other than the Company's Board of Directors (a "Proxy
               Contest") including by reason of any agreement intended to avoid
               or settle any Election Contest or Proxy Contest; or

                        (3) Approval by stockholders of the Company of:

                                 (i) A merger, consolidation or reorganization
                        involving the Company, unless such merger, consolidation
                        or reorganization is a Non-Control Transaction. A
                        "Non-Control Transaction" shall mean a merger,
                        consolidation or reorganization of the Company where:

                                          (A) the stockholders of the Company,
                                 immediately before such merger, consolidation
                                 or reorganization, own directly or indirectly
                                 immediately following such merger,
                                 consolidation or reorganization, more than
                                 fifty percent (50%) of the combined voting
                                 power of the outstanding voting securities of
                                 the corporation resulting from such merger or
                                 consolidation or reorganization (the "Surviving
                                 Corporation") in substantially the same
                                 proportion as their ownership of the Voting
                                 Securities immediately before such merger,
                                 consolidation or reorganization; and

                                          (B) the individuals who were members
                                 of the Incumbent Board immediately prior to the
                                 execution of the agreement providing for such
                                 merger, consolidation or reorganization
                                 constitute at least a majority of the members
                                 of the board of directors of the Surviving
                                 Corporation,

                                       8

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                                 or a corporation beneficially directly or
                                 indirectly owning a majority of the voting
                                 securities of the Surviving Corporation;

                                          (ii) A complete liquidation or
                                 dissolution of the Company; or

                                          (iii) An agreement for the sale or
                                 other disposition of all or substantially all
                                 of the assets of the Company to any Person
                                 (other than a transfer to a Subsidiary).

         (b)   Notwithstanding the foregoing, a Change in Control shall not be
               deemed to occur solely because any Person (the "Subject Person")
               acquired Beneficial Ownership of more than the permitted amount
               of the then outstanding Voting Securities as a result of the
               acquisition of Voting Securities by the Company which, by
               reducing the number of Voting Securities then outstanding,
               increases the proportional number of shares Beneficially Owned by
               the Subject Person, provided that if a Change in Control would
               occur (but for the operation of this sentence) as a result of the
               acquisition of Voting Securities by the Company, and after such
               share acquisition by the Company, the Subject Person becomes the
               Beneficial Owner of any additional Voting Securities which
               increases the percentage of the then outstanding Voting
               Securities Beneficially Owned by the Subject Person, then a
               Change in Control shall occur.

         (c)   Notwithstanding anything to the contrary contained herein, a
               change in ownership that occurs as a result of a public offering
               of the Company's equity securities that is approved by the Board
               shall not alone constitute a Change in Control.

         8.4 No Adjustment upon Certain Transactions. The issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services rendered,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, outstanding Awards.

         8.5 Fractional Shares. Only whole shares of Stock may be acquired
through the exercise of an Option. Any amounts tendered in the exercise of an
Option remaining after the maximum number of whole shares have been purchased
will be returned to the Participant.

                     ARTICLE IX. LEGAL COMPLIANCE CONDITIONS

         9.1 General. No Award shall be exercisable, no Stock or Restricted
Stock shall be issued, no certificates for shares of Stock shall be delivered,
and no payment shall be made under this Plan except in compliance with all
federal or state laws and regulations (including, without limitation,
withholding tax requirements), federal and state securities laws and regulations
and the rules of all securities exchanges or self-regulatory organizations on
which the Company's shares may be listed. The Company shall have the


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right to rely on an opinion of its counsel as to such compliance. Any
certificate issued to evidence shares of Stock issued pursuant to this Plan may
bear such legends and statements as the Committee upon advice of counsel may
deem advisable to assure compliance with federal or state laws and regulations.
No Award shall be exercisable, no Stock or Restricted Stock shall be issued, no
certificate for shares shall be delivered and no payment shall be made under
this Plan until the Company has obtained such consent or approval as the
Committee may deem advisable from any regulatory bodies having jurisdiction over
such matters.

         9.2 Representations by Participants. As a condition to the exercise of
an Award, the Company may require a Participant to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares.
At the option of the Company, a stop transfer order against any shares of stock
may be placed on the official stock books and records of the Company, and a
legend indicating that the stock may not be pledged, sold or otherwise
transferred unless an opinion of counsel was provided (concurred in by counsel
for the Company) and stating that such transfer is not in violation of any
applicable law or regulation may be stamped on the stock certificate in order to
assure exemption from registration. The Committee may also require such other
action or agreement by the Participants as may from time to time be necessary to
comply with federal or state securities laws. This provision shall not obligate
the Company or any Affiliate to undertake registration of options or stock
hereunder.

                          ARTICLE X. GENERAL PROVISIONS

         10.1 Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or an Affiliate or in any way affect any right and power of the
Company or an Affiliate to terminate the employment of any employee at any time
with or without assigning a reason therefor.

         10.2 Unfunded Plan. The Plan, insofar as it provides for grants, shall
be unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon contractual obligations that may be created hereunder. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.

         10.3 Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
masculine gender when used herein refers to both masculine and feminine. The
reference to any statute, regulation or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.

         10.4 Governing Law. The internal laws of the State of Tennessee
(without regard to the choice of law provisions of Tennessee) shall apply to all
matters arising under this Plan, to the extent that federal law does not apply.


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<PAGE>

         10.5 Compliance with Section 16 of the Exchange Act. In the event that
any common class of equity securities of the Company becomes subject to
registration under section 12 of the Exchange Act, transactions under this Plan
are intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of this Plan or
action by Committee fails to so comply, it shall be deemed null and void to the
extent permitted by law and deemed advisable by the Committee.

         10.6 Amendment. The Board may amend or terminate this Plan at any time;
provided, however, an amendment that would have a material adverse effect on the
rights of a Participant under an outstanding Award is not valid with respect to
such Award without the Participant's consent, except as necessary for Incentive
Options to maintain qualification under the Code; and provided, further, that
the shareholders of the Company must approve the following:

         (a)   12 months before or after the date of adoption, any amendment
               that increases the aggregate number of shares of Stock that may
               be issued under Incentive Options or changes the employees (or
               class of employees) eligible to receive Incentive Options.

         (b)   before the effective date thereof, any amendment that increases
               the period during which Incentive Options may be granted or
               exercised; and

         (c)   in the event that a common class of equity securities of the
               Company becomes traded on an exchange or through a NASDAQ market
               system before the effective date thereof, any amendment that
               changes the number of shares in the aggregate which may be issued
               pursuant to Awards granted under the Plan except pursuant to
               Article VIII.

         10.7 Duration of Incentive Options. Incentive Option awards shall not
be made with respect to the shares of Stock specified in Section 5.2 more than
ten years after the earlier of the date that the Plan is adopted by the Board or
the date that the Plan is approved by shareholders. If the number of shares
specified in Section 5.2 is increased by an amendment to this Plan, Incentive
Options may be awarded with respect to such increased shares for a period of ten
years after the earlier of the date that the amendment to the Plan is adopted by
the Board or the date that the amendment is approved by shareholders in a manner
that satisfies Treasury Regulation section 1.422-5. Incentive Options granted
before such dates shall remain valid in accordance with their terms.

         10.8 Effective Date of Plan. The Plan has been adopted by the Board and
was approved by the shareholders of the Company on March 28, 2002 which is the
effective date of this amendment and restatement of the Plan. All Awards
hereunder shall be governed by the terms of this amended and restated Plan;
provided, however that the terms of the Plan prior to this amendment shall apply
to the extent that the terms of this restated Plan would have a material adverse
effect on the rights of a Participant under an outstanding Option, unless the
Participant has given consent to the change.



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<PAGE>



                                    EXECUTION

         IN WITNESS WHEREOF, the undersigned officer has executed this Plan on
this the _____ day of _____________, 2002.


                                       SYMBION, INC.

                                       By:   /s/ Clifford G. Adlerz
                                             -------------------------------

                                       Its:  President and COO
                                             -------------------------------





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