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                                                                   EXHIBIT 10.69

                                    SYMBION

                             NON-EMPLOYEE DIRECTORS

                               STOCK OPTION PLAN


                            EFFECTIVE MARCH 28, 2002

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                         SYMBION NON-EMPLOYEE DIRECTORS
                               STOCK OPTION PLAN

                                    PREAMBLE

         WHEREAS, Symbion, Inc. (the "Company") desires to establish a plan
through which the Company may award options to purchase the common stock of the
Company ("Stock") to its directors who are not employed by the Company or its
affiliates;

         WHEREAS, the Company intends that the Plan provide for the granting of
options that do not qualify as "incentive stock options" within the meaning of
section 422 of the Internal Revenue Code; and

         WHEREAS, the Company intends that this Plan and awards granted
hereunder will (i) qualify as "performance-based compensation" described in
section 162(m)(4)(C) of the Internal Revenue Code, and (ii) conform to the
provisions of Securities Exchange Commission Rule 16b-3;

         NOW, THEREFORE, the Company hereby establishes the Symbion
Non-Employee Directors Stock Option Plan (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 Option granted to such Participant.

         1.3      Board. The board of directors of the Company.

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

         1.5      Committee. A committee designated by the Board to serve as
the administrator of the Plan, which 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
compensation committee of the Board shall be the Committee.

         1.6      Company. Symbion, Inc. and its successors.

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

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


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         1.9      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 publicly traded, Fair Market Value shall
                  be the value determined in good faith by the Committee or the
                  Board.

         1.10     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.

         1.11     Participant. A member of the Board who is not employed by the
Company full time or an Affiliate on a grant date.

         1.12     Plan. The Symbion Non-Employee Directors Stock Option Plan.

         1.13     Stock. The Common Stock of the Company.

                              ARTICLE II. PURPOSE

         The purpose of the Plan is to maintain the Company's ability to
attract and retain the services of experienced and highly-qualified individuals
who are not employed by the Company to serve as members of the Board and to
encourage stock ownership by such individuals, and to align the interests of
such individuals with those of the Company, its Affiliates and its
shareholders. 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
directors with those of its shareholders and by enabling the Company to attract
and retain directors 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 directors have contributed. It is
further intended that such incentives will encourage individuals to remain in
the directorship of the Company. The proceeds received by the Company from the
sale of Stock pursuant to this Plan may be used for general corporate purposes.

                          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 Option. The
Company shall bear all expenses of Plan administration. In


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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 Issue Awards. The Committee shall have the
authority to issue Awards upon such terms as the Committee deems appropriate
and that are not inconsistent with the provisions of this Plan.

         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 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. OPTION AWARDS

         4.1      Participation. The Committee may from time to time designate
directors to whom Options are to be granted. Such designation shall specify the
number of shares of Stock, if any, subject to each Option. All Options granted
under this Plan shall be evidenced by Agreements which 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.

                  (a)      Price. The price at which each share of Stock
         covered by an Option shall be the Fair Market Value of Stock on the
         grant date of such Option.

                  (b)      Option Period. The period within which each Option
         may be exercised shall commence one year after each grant date and
         shall expire, in all cases, ten years from the grant date of such
         Option unless terminated sooner pursuant to any of the following:

                           (1)      If the directorship of the Participant is
                  terminated on account of fraud, dishonesty or other acts
                  detrimental to the interests of the Company or any direct or
                  indirect majority-owned subsidiary of the Company, the Option
                  shall automatically terminate as of the date of such
                  termination.

                           (2)      Upon the death or disability (as defined in
                  Section 22(e)(3) of the Code) of a Participant prior to the
                  expiration of the Option, the Option


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                  may be exercised, to the extent that the Participant was
                  entitled to exercise it on the date thereof, within one year
                  after such death or disability.

                           (3)      If the directorship of a Participant is
                  terminated for any reason other than the circumstances
                  described in subparagraph (1) or (2) above, the Option may be
                  exercised, to the extent the Participant was able to do so at
                  the date of termination of the directorship, within twelve
                  months after such termination unless extended by a majority
                  of the disinterested Directors. Notwithstanding the
                  foregoing, if the Participant becomes an employee of the
                  Company or an Affiliate upon the termination of his
                  directorship, the Option shall expire after the termination
                  of employment in a manner that is consistent with this
                  subparagraph (3).

         4.2      Options Agreements. All Options granted under this Plan shall
be evidenced by Agreements which shall be subject to applicable provisions of
this Plan and such other provisions as the Committee may adopt that are not
inconsistent with the Plan.

                        ARTICLE V. STOCK SUBJECT TO PLAN

         5.1      Source of Shares. Upon the exercise of an Option, 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 aggregate number of
shares of Stock that may be issued pursuant to the exercise of Options shall
not exceed the lesser of 1,687,500 shares or 3/4% 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, the shares of
Stock subject thereto shall again be available for issuance of an Option under
this Plan.

                           ARTICLE VI. OPTION RIGHTS

         6.1      Transferability. Any Option 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 an Option may be transferable to the
extent provided in an Agreement. No right or interest of a Participant in any
Option shall be liable for, or subject to, any lien, obligation or liability of
such Participant.

         6.2      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.


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         6.3      Interruption of Service. 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 service as a member of the board for purposes of determining
questions of forfeiture and exercise of an Option after termination.

                          ARTICLE VII. OPTION 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. Unless 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 Exchange
Commission Regulation T), Stock that was acquired at least six months prior to
the exercise of the Option, or a combination thereof.

         7.3      Federal Withholding Tax Requirements. To the extent that
withholding is required by law, at the time that an Option is exercised, 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.

         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 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 Options hereunder may be granted and which are the
subject of outstanding Options 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 which in the judgment of the
                  Committee necessitates such action;


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provided, however, that if an event described in paragraph (a) or (b) occurs,
the Committee shall make adjustments to the limits on Options 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 Options 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 Options on Merger or Acquisition. The
Committee may grant Options 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), 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,
except as otherwise provided in paragraph (c) of this Section.

         (a)      A Change in Control will be deemed to have occurred for
                  purposes hereof, if:

                  (1)      any "person" as such term is used in Sections 13(d)
                           and 14(d) of the Exchange Act, other than a
                           Controlled Group Member or an individual who is a
                           shareholder on the date of the adoption of this
                           amendment and restatement of the Plan by the Board,
                           becomes the "beneficial owner" (as defined in Rule
                           13d-3 under said Act), directly or indirectly, of
                           securities of the Company representing more than 50%
                           of the total voting power represented by the
                           Company's then outstanding Voting Securities (as
                           defined below), or

                  (2)      the shareholders of the Company approve a merger or
                           consolidation of the Company with any other
                           corporation, other than a merger or consolidation
                           which would result in the Voting Securities of the
                           Company or a Controlled Group Member outstanding
                           immediately prior thereto continuing to represent
                           (either by remaining outstanding or by being
                           converted into Voting Securities of the surviving
                           entity) more than 50% of the total voting power
                           represented by the Voting Securities of the Company
                           or such surviving entity outstanding immediately
                           after such merger or consolidation, or

                  (3)      the shareholders of the Company approve a plan of
                           complete liquidation of the Company or an agreement
                           for the sale or disposition by the Company of all or
                           substantially all of its assets.


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                  For purposes of this Section 8.3(a), "Voting Securities" of
                  an entity shall mean any securities of the entity which vote
                  generally in the election of its directors.

         (b)      If, as a result of the Change in Control, the Company is not
                  the surviving entity after the transaction, or survives only
                  as a subsidiary or is otherwise controlled by another entity,
                  all Options that are held by the Participant immediately
                  after the Change in Control shall be assumed by the entity
                  which is the survivor of the transaction, or converted into
                  options to purchase the common stock of the surviving entity,
                  in a transaction to which section 424(a) of the Code applies.

         (c)      Notwithstanding the foregoing, a portion of the acceleration
                  of vesting described in this Section shall not occur with
                  respect to an Option to the extent such acceleration of
                  vesting would cause the Participant or holder of such Option
                  to realize less income, net of taxes, after deducting the
                  amount of excise taxes that would be imposed pursuant to
                  section 4999 of the Code, than if accelerated vesting of that
                  portion of the Option did not occur. This limitation shall
                  not apply to the extent that the shareholders of the Company
                  or the acquirer approve the acceleration of vesting hereunder
                  in a manner that satisfies section 280G(b)(5)(B) of the Code.

         (d)      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
Options.

         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 Option shall be exercisable, no 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 right to rely on an
opinion of its counsel as to such compliance. Any certificate issued to
evidence shares of Stock for


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which an Option is exercised 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 Option shall be exercisable, no 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 Option, 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.

         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


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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 Option is not valid with
respect to such Option without the Participant's consent. Provided, further,
that in the event that a common class of equity securities of the Company
becomes subject to registration under section 12 of the Exchange Act, the
shareholders of the Company must approve, in general meeting before the
effective date thereof, any amendment that changes the number of shares in the
aggregate which may be issued pursuant to Options granted under the Plan except
pursuant to Article VIII. By way of example and not by way of limitation,
shareholder approval shall not be required for minor amendments to the Plan
pursuant to Section 3.1 hereof intended to benefit the administration of the
Plan, for amendments necessitated by changes in legislation or administrative
rules governing the Plan, or for amendments that the Committee deems necessary
to obtain or maintain favorable tax, securities exchange or regulatory
treatment of the Plan for future Participants.

         10.7     Effective Date of Plan. The Plan shall be effective on March
28, 2002.


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                                 EXECUTION PAGE

         IN WITNESS WHEREOF, the undersigned officer has executed this Plan on
this the _____ day of ______________, 2002, but to be effective as provided in
Section 10.7.



                                       SYMBION, INC.



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

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


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