<PAGE>
                                                                   EXHIBIT 10.27

                        UROLOGY AMBULATORY SURGERY CENTER

                                  SUBORDINATION

                                    AGREEMENT

                            BY AND BETWEEN AND AMONG

                           AMBULATORY OPERATIONS, INC.

                                     ("AOI")

                                       AND

                    UROLOGY AMBULATORY SURGERY CENTER, L.L.C.

                                    ("UASC")

                                       AND

                            BRIERBROOK PARTNERS, LLC

                                  ("LANDLORD")

                                      DATED

                             26TH DAY OF JUNE, 2001

                                  [WYATT LOGO]

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
         <S>            <C>                                                                                       <C>
         ARTICLE 1.     PURPOSE...................................................................................1
            Section 1.1   Purpose of Agreement....................................................................1
         ARTICLE 2.     DEFINITIONS...............................................................................2
            Section 2.1   Definitions.............................................................................2
         ARTICLE 3.     SUBORDINATION AND PRIORITY................................................................3
            Section 3.1   Subordination of Claims and Obligations.................................................3
            Section 3.2   Priorities Regarding Lease Collateral...................................................3
         ARTICLE 4.     PAYMENTS..................................................................................4
            Section 4.1   AOI as Trustee..........................................................................4
            Section 4.2   Permissible Payments of Subordinated Claims.............................................4
            Section 4.3   Prepayments to AOI......................................................................4
         ARTICLE 5.     DEFAULT...................................................................................5
            Section 5.1   Default Notice and Payment Blockage.....................................................5
            Section 5.2   Acceleration and Enforcement of Subordinated Claims.....................................5
         ARTICLE 6.     BANKRUPTCY................................................................................5
            Section 6.1   Priority of Lease Claims and Obligations................................................5
            Section 6.2   No Adjudicated or Imputed Value.........................................................6
            Section 6.3   Discharge of AOI........................................................................6
            Section 6.4   Forbearance by AOI......................................................................6
            Section 6.5   Filing of Claims and Proofs of Claims...................................................6
            Section 6.6   Rights of AOI...........................................................................7
         ARTICLE 7.     ACTIONS OF LANDLORD.......................................................................7
            Section 7.1   Actions by Landlord.....................................................................7
            Section 7.2   Delay or Failure to Exercise Rights.....................................................7
            Section 7.3   Reinstatement of Lease Claims and Obligations...........................................8
         ARTICLE 8.     REPRESENTATIONS, WARRANTIES AND COVENANTS.................................................8
            Section 8.1   UASC and AOI............................................................................8
            Section 8.2   UASC's Authority........................................................................8
            Section 8.3   AOI's Authority.........................................................................8
            Section 8.4   Restrictions as to Security for Subordinated Claims.....................................8
            Section 8.5   Restrictions Relating to the Lease and Lease Collateral.................................8
            Section 8.6   Amendment of Management and Operating Agreements........................................9
            Section 8.7   Assignment of Subordinated Claims and Obligations.......................................9
         ARTICLE 9.     LEASE DEFAULT AND ACCELERATION............................................................9
            Section 9.1   Right to Cure...........................................................................9
</TABLE>


                                       i

<PAGE>

<TABLE>
        <S>             <C>                                                                                       <C>
            Section 9.2   Acceleration Notice.....................................................................9
            Section 9.3   Ownership of Subordinated Obligations...................................................9
         ARTICLE 10.     MISCELLANEOUS............................................................................9
            Section 10.1   Specific Enforcement...................................................................9
            Section 10.2   Powers and Authorities Irrevocable; No Duty...........................................10
            Section 10.3   Enforceability........................................................................10
            Section 10.4   Complete Agreement; Inconsistency; Modification; Waiver...............................10
            Section 10.5   Headings..............................................................................10
            Section 10.6   Governing Law; Consent to Jurisdiction................................................10
            Section 10.7   Waiver of Right to Trial by Jury......................................................10
            Section 10.8   Continuing and Irrevocable Agreement; Acceptance......................................10
            Section 10.9   Counterparts..........................................................................11
            Section 10.10    Notices.............................................................................11
</TABLE>

<TABLE>
             <S>                    <C>
             Exhibit A              ASC Lease
             Exhibit B              Operating Agreement
</TABLE>


                                       ii

<PAGE>

                           AMBULATORY OPERATIONS, INC.
                                  SUBORDINATION
                                    AGREEMENT

         THIS AGREEMENT (the "Agreement") is made and entered into as of this
26TH DAY OF JUNE, 2001 by, between and among BRIERBROOK PARTNERS, LLC, a
Tennessee limited liability company, ("Landlord"), AMBULATORY OPERATIONS, INC.,
a Tennessee corporation, ("AOI"), and UROLOGY AMBULATORY SURGERY CENTER, L.L.C.,
a Tennessee limited liability company ("UASC").

                                    RECITALS

         A. Landlord has agreed to enter into a certain Lease Agreement with
UASC (the "ASC Lease"), attached hereto as EXHIBIT A, pursuant to which the
Landlord has agreed to lease to UASC the real property and improvements as set
forth and described in the ASC Lease (the "ASC Suite").

         B. The obligations of UASC to Landlord are secured by liens on and
security interests in the collateral described in ARTICLE 16 of the ASC Lease
(the "Lease Collateral").

         C. AOI is a member of UASC and as a member of UASC holds ownership
interests in the income and profits and certain rights to distributions from
UASC pursuant to the Operating Agreement of UASC, a copy of which is attached
hereto as EXHIBIT B (the "Operating Agreement").

         D. To induce Landlord to enter into the ASC Lease, AOI and UASC have
executed this Agreement.

         E. The Landlord, UASC and AOI, desire to confirm as among themselves
the rights and priorities with respect to certain matters arising in connection
with the ASC Lease and the Subordinated Obligations and Subordinated Claims (as
defined herein), which are of mutual importance to them, without otherwise
affecting their respective rights under the ASC Lease or under the other
agreements, instruments, and other writings executed and delivered in connection
therewith, all as more fully set forth herein.

         Now Therefore, in consideration of the premises and in consideration of
the execution and delivery of the Lease, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, AOI
and UASC, for themselves and for each other present and future holder of any
Subordinated Obligation or Subordinated Claim, intending to be legally bound,
hereby agree for the direct and legally enforceable benefit of Landlord, each
other Landlord and each other present and future holder of any Lease Obligation
or Lease Claim as follows:

                               ARTICLE 1. PURPOSE

SECTION 1.1       PURPOSE OF AGREEMENT.

                  IT IS THE PURPOSE OF THIS AGREEMENT TO PROVIDE THAT PAYMENTS
OR DISTRIBUTIONS THAT MAY OTHERWISE BE DUE TO AOI WITH RESPECT TO SUBORDINATED
OBLIGATIONS (AS HEREIN DEFINED) FROM UASC WILL BE SUBORDINATE AND JUNIOR TO THE
RIGHT OF THE LANDLORD TO PAYMENT UNDER THE ASC LEASE. PROVIDED, HOWEVER, THAT
THIS AGREEMENT SHALL NOT PRECLUDE PAYMENTS IN THE ORDINARY COURSE OF BUSINESS
(EXCLUSIVE OF PREPAYMENTS) FROM UASC TO AOI IF:

                  1.1.1    ALL PAYMENTS OF RENT THAT ARE CURRENTLY DUE AND
         PAYABLE HAVE BEEN PAID OR PERFORMED BY UASC;

                  1.1.2    THE LANDLORD HAS NOT DELIVERED A DEFAULT NOTICE (FOR
         THE FAILURE TO PAY RENT OR A DEFAULT BY AOI UNDER THIS AGREEMENT ALL AS
         DEFINED IN SECTION 5.1) TO AOI AND,

                  1.1.3    AT THE TIME OF SUCH PAYMENT, THERE IS NO BANKRUPTCY,
         INSOLVENCY, OR LIQUIDATION PROCEEDING PENDING AGAINST UASC; AND,

                  1.1.4    SUCH PAYMENT SHALL NOT RENDER UASC INSOLVENT OR
         UNABLE TO MEET ITS LEASE OBLIGATIONS OR PAY THE LEASE CLAIMS IN CASH AS
         THEY BECOME DUE.


                                       1

<PAGE>

                             ARTICLE 2. DEFINITIONS

SECTION 2.1       DEFINITIONS.

                  As used herein, the following terms (whether in singular or
plural usage) shall have the following meanings:

                  2.1.1    ASC LEASE is defined in the Preamble.

                  2.1.2    BANKRUPTCY CODE means Title 11 of the United States
         Code.

                  2.1.3    BANKRUPTCY, INSOLVENCY OR LIQUIDATION PROCEEDING
         means (a) any case commenced by or against UASC or AOI under any
         chapter of the Bankruptcy Code, any other proceeding for the
         reorganization, recapitalization or adjustment or marshalling of the
         assets or liabilities of the foregoing parties, any receivership or
         assignment for the benefit of creditors relating to the foregoing
         parties or any similar case or proceeding relative to the foregoing
         parties or the creditors of any of them, as such, in each case whether
         or not voluntary, (b) any liquidation, dissolution, marshalling of
         assets or liabilities or other winding up of or relating to the
         foregoing parties, in each case whether or not voluntary and whether or
         not involving bankruptcy or insolvency, or (c) any other proceeding of
         any type or nature in which Claims against the foregoing parties are
         determined, proven or paid.

                  2.1.4    CLAIM is used as defined in the Bankruptcy Code,
         whether or not, in the context in which it appears, a case under the
         Bankruptcy Code is pending and shall also mean a claim by the Landlord
         or any holder of a Lease Claim or Lease Obligation to performance of
         any term, condition, covenant or agreement to be performed by UASC
         under the ASC Lease or AOI under this Agreement.

                  2.1.5    DEFAULT means (a) the failure to pay when due any
         payment on any Lease Claim, or, (b) the failure of AOI to promptly and
         faithfully perform, keep, observe and discharge all of the terms,
         covenants, conditions, agreements and provisions to be performed, kept,
         observed and discharged by AOI under this Agreement.

                  2.1.6    DISCHARGE OF THE LEASE OBLIGATIONS means that UASC
         under the ASC Lease has promptly and faithfully performed, kept,
         observed discharged and paid in full all of the Lease Obligations to be
         performed or discharged by UASC.

                  2.1.7    HOLDER includes, in respect of any Obligation or
         Claim, each person or entity which owns, is entitled to enforce, is
         entitled to the benefit of or otherwise holds or owns such Obligation
         or Claim and includes all persons and entities at any time receiving
         any transfer of any interest in any Obligation or Claim or otherwise
         succeeding to any interest in any Obligation or Claim.

                  2.1.8    LEASE CLAIMS means the sum of all present and future
         Claims against UASC, on account or in respect to the Lease Obligations
         and other extensions of credit or indebtedness at any time incurred
         under the ASC Lease, and specifically includes (without limitation) all
         Claims for fees, taxes, expense reimbursements, indemnities and other
         amounts payable by UASC under the ASC Lease or this Agreement or any
         other such instrument, conveyance or agreement and all Post-Petition
         Claims in any Bankruptcy, Insolvency or Liquidation Proceeding related
         to the ASC Lease.

                  2.1.9    LEASE OBLIGATIONS means (a) the obligations of UASC,
         as Tenant under the ASC Lease to promptly and faithfully perform, keep,
         observe and discharge all of the terms, covenants, conditions,
         agreements and provisions to be performed, kept, observed and
         discharged by UASC under the ASC Lease with respect to the payment of
         Rent or any other monetary obligations of UASC under the ASC Lease ,
         including all other sums becoming due there under, any damage or loss
         which Landlord may suffer by reason of the breach by UASC of any
         covenant, agreement, or condition contained in the ASC Lease (whether
         such amounts accrue before and after any petition under any chapter of
         the Bankruptcy Code or any other law affecting creditor's rights),
         Landlord fees, reasonable costs of collection, and attorneys fees
         incurred in connection therewith, and reasonable amounts


                                       2

<PAGE>

         expended to preserve, protect or maintain or re-Lease any or all of the
         Premises and all reimbursement obligations in respect thereof and
         advances made and other credit extended by the Landlord.;

                  2.1.10   POST-PETITION CLAIMS means any Claim with respect to
         ASC Lease or this Agreement accrued or computed for or as to any period
         of time at any time after the commencement of any Bankruptcy,
         Insolvency or Liquidation Proceeding set forth in or applicable under
         such Agreements or agreement evidencing or governing such Agreements or
         for fees, expense reimbursements, indemnification or other similar
         obligations accrued or determined for or as to any such period of time
         in accordance with the provisions of such Agreements, whether or not
         such Claim is allowed, allowable or enforceable in such Bankruptcy,
         Insolvency or Liquidation Proceeding and even if such Claim is not
         allowed or enforced therein.

                  2.1.11   SUBORDINATED CLAIMS means (a) all present and future
         Claims of AOI against UASC, its successors and assigns on account or in
         respect of the Subordinated Obligations.

                  2.1.12   SUBORDINATED OBLIGATIONS means all present and future
         obligations of UASC, its successors and assigns, to pay, reimburse,
         distribute or otherwise deliver to AOI any fees, salary, income,
         capital or expenses or funds of UASC of any nature whatsoever,
         including, but not limited to present or future obligations arising
         under, on account of, or in respect to: (a) AOI's ownership interest in
         UASC (b) any employee, consulting, fee or other agreement of any nature
         providing for payment to AOI for services rendered by any employee or
         affiliate of AOI to UASC; (c) any and all other extensions of credit or
         indebtedness at any time incurred or arising between UASC and AOI or
         their successors and assigns; (d) any other agreement between UASC and
         AOI, and (e) any and all obligations owed by UASC to AOI in any manner
         whatsoever, whether arising from any of the above or related thereto or
         otherwise, in each case whether now outstanding or at any time
         hereafter arising and whether based on contract or quasi-contract or
         founded in tort or arising by law or otherwise, and specifically
         includes (without limitation) all obligations UASC or any successor or
         assigns for to AOI for fees, taxes, expense reimbursements, indemnities
         and other amounts, obligations or liabilities of any nature whatsoever.

                     ARTICLE 3. SUBORDINATION AND PRIORITY

SECTION 3.1       SUBORDINATION OF CLAIMS AND OBLIGATIONS.

                  UASC and AOI hereby covenant and agree that the Subordinated
Obligations and Subordinated Claims are and shall be postponed, subordinated and
junior in right of payment and performance to the prior payment in full in cash
and the performance of all Lease Obligations and Lease Claims, on the terms and
conditions herein set forth.

SECTION 3.2       PRIORITIES REGARDING LEASE COLLATERAL.

                  Notwithstanding anything to the contrary contained in or
arising from the ASC Lease or this Agreement, or any other note, agreement,
lease, employee agreement, management agreement, instrument, or document now or
hereafter executed and delivered by the Landlord, UASC, AOI, or any party to the
Collateral Agreements, or any instrument or document executed and delivered in
connection therewith, or otherwise including any extensions, renewals or
forbearances thereof, any prior perfection of a security interest, mortgage,
deed of trust, lien, or the provisions of the Uniform Commercial Code, or other
law of any jurisdiction which is applicable, or the existence of any present or
future filing of financing statements under the Uniform Commercial Code, or
other law of any jurisdiction which is applicable, or other filings or
recordings under any other law of any jurisdiction which is applicable or in
which such filing or recording has been made, the priorities of the liens and
security interests of the Landlord in the Lease Collateral (including proceeds
of casualty and title insurance) securing the Lease Obligations and Lease
Claims, shall be senior and prior to any liens and security interest of AOI at
any time obtained on such collateral, and the liens and security interests of
AOI at any time obtained in such Lease Collateral shall be junior liens and
security interests subject to the liens and security interests of the Landlord.


                                       3

<PAGE>

                              ARTICLE 4. PAYMENTS

SECTION 4.1       AOI AS TRUSTEE.

                  If AOI shall receive any payment or distribution out of any of
the assets of UASC, whether or not arising out of or as a result of any event
described in SECTION 4.2 or any action or right of remedy exercised pursuant to
SECTION 5.2.2 of this Agreement, and such payment or distribution or the
retention thereof by AOI is not in accordance with the provisions of this
Agreement, then AOI shall hold such payment or distribution in trust as trustee
of an express trust, for the benefit of the Landlord, shall not commingle such
payment or distribution with its other assets, and shall promptly take all
action necessary to cause such payment or distribution to be allocated or paid
in accordance with this Agreement.

SECTION 4.2       PERMISSIBLE PAYMENTS OF SUBORDINATED CLAIMS.

                  For as long as the ASC Lease is in effect and thereafter until
all Lease Obligations and Lease Claims have been paid in full in cash and/or
otherwise performed and discharged, UASC will not make or permit to be made, and
AOI will not demand, accept, receive or retain, any payment or distribution of
any kind or character, whether in cash, property, securities or otherwise, on
account or in respect of any Subordinated Obligation or Subordinated Claim,
except that:

                  4.2.1    Any payments of regularly scheduled installments or
         any other payments required under the Subordinated Obligations, may be
         paid if (and only if) at the time of such payment no Rent is due and
         payable to Landlord and all Lease Obligations and Lease Claims then
         currently due and owing have been paid in full in cash by UASC., Any
         payments made to AOI that do not meet the requirements of the first
         sentence of this paragraph shall be held by AOI in trust for the
         benefit of Landlord and promptly forwarded to Landlord for application
         to the Lease Obligations and Lease Claims.

                  4.2.2    No such payment may be made at any time when any
         Bankruptcy, Insolvency, or Liquidation Proceeding against UASC or AOI
         is pending. No such payment shall be made that renders UASC insolvent
         or unable to meet its Lease Obligations or pay the Lease Claims in cash
         as they become due.

SECTION 4.3       PREPAYMENTS TO AOI.

                  AOI will give Landlord written notice of (a) any prepayment of
         a regularly scheduled payment; or, (b) receipt of any payment or
         distribution of any kind or character, whether in cash, property,
         securities or otherwise made by UASC, in violation of SECTION 4.2, on
         the Subordinated Obligations or Subordinated Claims or otherwise to AOI
         and, within twenty (20) Business Days after such notice is given,
         Landlord will notify AOI as to whether such prepayment will be held by
         AOI in trust for the benefit of Landlord and promptly forwarded to
         Landlord for application to the Lease Obligations and Lease Claims. If
         Landlord fails to notify AOI that such prepayment is to be held in
         trust by AOI and forwarded to the Landlord as set for in the preceding
         sentence, within such twenty (20) Business Day period, then such
         prepayment shall be deemed to be a permitted payment, and shall be
         retained by AOI for its own account.

                               ARTICLE 5. DEFAULT

SECTION 5.1       DEFAULT NOTICE AND PAYMENT BLOCKAGE.

                  Upon the occurrence and continuance of an Event of Default for
the failure to pay Rent (under and as defined in the ASC Lease) or an Event of
Default by AOI (as defined in SECTION 2.1.5 of this Agreement), and upon a
declaration of an Event of Default by the Landlord for the failure to pay Rent
or by AOI under this Agreement with written notice specifying the nature thereof
(the "Default Notice") to AOI, then unless and until said Event of Default for
the failure to pay Rent or by AOI, as applicable, shall be cured or waived to
the reasonable satisfaction of the Landlord, with written notice of such waiver
or cure to be given to AOI, (a) Landlord shall be entitled to thereafter receive
payment in full of all Rent before AOI shall be entitled to receive any payment
upon the Subordinated Obligations, and (b) after all Rent has


                                       4

<PAGE>

been paid in full and discharged in full, LeBonheur shall be entitled to receive
full payment on the Subordinated Obligations.

SECTION 5.2       ACCELERATION AND ENFORCEMENT OF SUBORDINATED CLAIMS.

                  Until all Rent has been paid in full in cash, AOI will not (a)
demand, accelerate, bring suit to collect or otherwise exercise or enforce any
right or remedy in respect of any Subordinated Claim or commence or prosecute
any action or proceeding thereon, (b) commence any Bankruptcy, Insolvency or
Liquidation Proceeding or join with any creditor in commencing any Bankruptcy,
Insolvency or Liquidation Proceeding, or appear in any Bankruptcy, Insolvency or
Liquidation Proceeding commenced by any other creditor in support of the
commencement or continuation thereof, or (c) otherwise exercise or enforce any
right or remedy in respect of any Subordinated Claim, including any right or
remedy that otherwise might be available to it in any Bankruptcy, Insolvency or
Liquidation Proceeding, unless:

                  5.2.1    The Landlord has received written notice thereof,
         stating the action to be taken and the grounds therefor, and at least
         180 days have elapsed since the date such written notice was received
         by the Landlord.

                  5.2.2    Notwithstanding the foregoing, nothing in this
         SECTION 5.2 shall limit the rights of AOI to prove and establish its
         Subordinated Claims in any such Bankruptcy, Insolvency, or Liquidation
         Proceeding.

                             ARTICLE 6. BANKRUPTCY

SECTION 6.1       PRIORITY OF LEASE CLAIMS AND OBLIGATIONS.

                  In the event of any Bankruptcy, Insolvency or Liquidation
Proceeding and any receivership, liquidation, readjustment, merger,
consolidation, amalgamation, reorganization, arrangement, or other similar
proceedings in connection therewith, relative to UASC or AOI, respectively, or
to their property, and in the event of any proceedings for voluntary
liquidation, dissolution, or other winding up of UASC or AOI, respectively,
whether or not involving insolvency or bankruptcy:

                  6.1.1    All Lease Claims (including all Post-Petition Claims)
         shall be discharged, performed and paid in full in cash before AOI
         shall be entitled to receive any payment, performance or distribution
         of any kind or character, whether in cash, property, securities or
         otherwise, on account or in respect of any Subordinated Claim in such
         Bankruptcy, Insolvency or Liquidation Proceeding.

                  6.1.2    The holders of Lease Claims after discharge of the
         Lease Claims shall be entitled to receive each payment and distribution
         of any kind or character, whether in cash, property, securities or
         otherwise (including any such payment or distribution which may become
         payable or deliverable by reason of any other Claim being subordinated
         to any Subordinated Claim), that may become payable or deliverable on
         account or in respect of any Subordinated Claim, for application to the
         payment of Lease Claims of such holders (including all Post-Petition
         Claims), until all holders of Lease Claims have received performance
         and payment in full in cash of all Lease Claims (including all
         Post-Petition Claims). All such payments and distributions shall be
         delivered by the debtor, trustee, receiver, disbursing agent, or other
         person making such payment or distribution in such Bankruptcy,
         Insolvency, or Liquidation Proceeding directly to the Landlord for the
         benefit of such holders of Lease Claims.

SECTION 6.2       NO ADJUDICATED OR IMPUTED VALUE.

                  Except as otherwise agreed in writing by the Landlord, no
payment or distribution consisting of any property or securities other than cash
shall be deemed applied to the payment of Lease Claims at any adjudicated or
imputed value.


                                       5

<PAGE>

SECTION 6.3       DISCHARGE OF AOI.

                  No discharge of the liability of the debtor in such
Bankruptcy, Insolvency or Liquidation Proceeding shall, as against AOI as a
creditor, constitute performance and/or payment of the Lease Claims or shall in
any respect affect or impair the right of the holders of Lease Claims to receive
each performance, payment or distribution on account or in respect of
Subordinated Claims and to apply such payment or distribution to pay the Lease
Claims (including all Post-Petition Claims accrued or incurred through the date
on which cash proceeds have been received by the holders of Lease Claims in an
amount sufficient to pay all Lease Claims in full), until cash proceeds have
been received and applied to the payment of and performance of Lease Claims in
an amount sufficient to perform, discharge and pay, in full and in cash, all
Lease Claims (including all Post-Petition Claims accrued or incurred through the
date on which cash proceeds in such amount are received).

SECTION 6.4       FORBEARANCE BY AOI.

                  AOI, as a creditor, shall not, in such Bankruptcy, Insolvency
or Liquidation Proceeding, (a) assert, or request relief predicated on the
assertion that, or join with any creditor or the debtor or any trustee or
representative in asserting or requesting relief predicated on the assertion
that, any of the Lease Obligations and Claims is not enforceable, should be
equitably subordinated, is subject to avoidance on any ground or is not secured
by lawfully granted, continuously perfected and nonavoidable security interests
in the Lease Collateral, (b) oppose or otherwise contest, or join with any
creditor or the debtor or any trustee or representative in opposing or otherwise
contesting any request by Landlord for relief from any automatic stay or from
any other form of order or restraint for the purpose of permitting such Landlord
to foreclose upon or otherwise enforce any or all of its security interests and
liens upon any Lease Collateral or (c) seek, or join with any creditor or the
debtor or any trustee or representative in seeking, substantive consolidation of
the estate of the debtor with the assets, liabilities or estate of its parent
company or any of its subsidiaries or any other person or entity.

SECTION 6.5       RIGHTS OF AOI.

                  Except as set forth herein, AOI, as a creditor, shall retain
the right to vote and otherwise act in any such proceeding, including, without
limitation, the right to file claims in its own behalf and to vote to accept or
reject any plan or partial or complete liquidation, reorganization, arrangement,
composition, or extension.

                         ARTICLE 7. ACTIONS OF LANDLORD

SECTION 7.1       ACTIONS BY LANDLORD.

                  Without in any way limiting the generality of the foregoing,
the Landlord and each holder of any Lease Obligations or Lease Claim may at any
time and from time to time, without the consent of or notice to AOI, as a
creditor, without incurring any responsibility or liability to AOI and without
in any manner prejudicing, affecting or impairing the subordination provided
herein or the obligations of AOI under this Agreement:

                  7.1.1    Make loans and advances to UASC or otherwise extend
         credit to UASC, in any amount and on any terms, whether pursuant to a
         commitment or as a discretionary advance and whether or not any default
         or event of default or failure of condition is then continuing; and,

                  7.1.2    Change the manner, place or terms of payment or
         extend the time of payment of; or, renew or alter, compromise,
         accelerate, extend, any Lease Obligations and Lease Claim or any
         agreement, guaranty, lien or obligation of UASC or any other person or
         entity in any manner related thereto, or otherwise amend, supplement or
         change in any manner any Lease Obligations or Lease Claim or any such
         agreement, guaranty, lien or obligation; and,

                  7.1.3    Increase or reduce the amount of any Lease Obligation
         or Lease Claim or any amounts payable in respect thereof; and,

                  7.1.4    Release or discharge any Lease Obligation or Lease
         Claim or any guaranty thereof


                                       6

<PAGE>

         or any agreement or obligation of UASC or any other person or entity
         with respect thereto; and,

                  7.1.5    Take or fail to take any collateral security for any
         Lease Obligation or Lease Claim or take or fail to take any action
         which may be necessary or appropriate to ensure that any security
         interest or lien upon any property securing any Lease Obligation or
         Lease Claim is duly enforceable or perfected or entitled to priority as
         against any other lien or to ensure that any proceeds of any property
         subject to any security interest or lien are applied to the payment of
         any Lease Obligation or Lease Claim; and,

                  7.1.6    Release, discharge or permit the lapse of any or all
         security interests or liens upon any property at any time securing any
         Lease Obligation or Lease Claim; and,

                  7.1.7    Exercise or enforce, in any manner, order or
         sequence, or fail to exercise or enforce, any right or remedy against
         UASC or any collateral security or any other person, entity or property
         in respect of any Lease Obligation or Lease Claim or any security
         interest or lien securing any Lease Obligation or Lease Claim or any
         right under this Agreement, and apply any payment or proceeds of
         collateral in any order of application; and,

                  7.1.8    Sell, exchange, release, foreclose upon, or otherwise
         deal with any property that may at any time be subject to any security
         interest or lien securing any Lease Obligation or Lease Claim.

SECTION 7.2       DELAY OR FAILURE TO EXERCISE RIGHTS.

                  No exercise, delay in exercising or failure to exercise any
right arising under this Agreement, no act or omission of any holder of Lease
Obligation or Lease Claim in respect of UASC or any other person or entity or
any collateral security for any Lease Obligation or Lease Claim or any right
arising under this Agreement or this Agreement, no change, impairment, or
suspension of any right or remedy of any holder of any Lease Obligation or Lease
Claim, and no other act, failure to act, circumstance, occurrence or event
which, but for this provision, would or could act as a release or exoneration of
the obligations of AOI hereunder shall in any way affect, decrease, diminish or
impair any of the obligations of AOI under this Agreement or give AOI or any
other person or entity any recourse or defense against any holder of a Lease
Obligation or Lease Claim in respect of any right arising under this Agreement.

SECTION 7.3       REINSTATEMENT OF LEASE CLAIMS AND OBLIGATIONS.

                  If any payment or other transfer at any time applied to the
payment or satisfaction of any Lease Obligation or Lease Claim is thereafter
rescinded, recovered, set aside, avoided or required to be returned, then such
Lease Obligation or Lease Claim and all rights of the holder of such Lease
Obligation or Lease Claim to enforce subordination as set forth herein shall be
automatically and unconditionally reinstated, as fully as if such payment or
transfer had never been made.

              ARTICLE 8. REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 8.1       UASC AND AOI.

                  During the term of this Agreement and until the full and
complete performance, discharge and payment in full, in cash of all Lease
Obligations and Lease Claims, UASC and AOI hereby represent, warrant, covenant
and agree as set forth in this ARTICLE 8.

SECTION 8.2       UASC'S AUTHORITY.

                  UASC hereby represents and warrants to each present and future
holder of any Lease Obligation or Lease Claim that (a) the Recitals are true and
correct as of the date hereof, (b) it has duly executed and delivered this
Agreement, in compliance with all laws and regulations applicable to it and all
agreements binding upon it, with full power and authority to bind itself and its
successor and assigns, (c) this Agreement is binding upon and legally
enforceable against it and its successor and assigns, and (d) its execution and
delivery of this Agreement, and the performance of its obligations hereunder and
the obligations hereunder, does not violate or conflict with, or constitute a
default under, any law, regulation, agreement or


                                       7

<PAGE>

other contractual obligation binding upon or enforceable against such party.

SECTION 8.3       AOI'S AUTHORITY.

                  AOI hereby represents and warrants to each present and future
holder of any Lease Obligation or Lease Claim that (a) the Recitals are true and
correct as of the date hereof, (b) it has duly executed and delivered this
Agreement, in compliance with all laws and regulations applicable to it and all
agreements binding upon it, with full power and authority to bind itself and its
successor and assigns, (c) this Agreement is binding upon and legally
enforceable against it and its successor and assigns, and (d) its execution and
delivery of this Agreement, and the performance of its obligations hereunder and
the obligations hereunder, does not violate or conflict with, or constitute a
default under, any law, regulation, agreement or other contractual obligation
binding upon or enforceable against such party.

SECTION 8.4       RESTRICTIONS AS TO SECURITY FOR SUBORDINATED CLAIMS.

                  UASC agrees that it will not grant or permit to exist, and AOI
will not demand, accept, take, seize, or retain, any security interest or lien
upon any property now owned or hereafter acquired by UASC as security for any
Subordinated Obligation or Subordinated Claim.

SECTION 8.5       RESTRICTIONS RELATING TO THE LEASE AND LEASE COLLATERAL.

                  No holder of any Subordinated Obligation or Subordinated Claim
will accept or retain the benefit of any agreement in any respect restricting
the right of UASC (a) to incur or repay or secure any Lease Obligation or Lease
Claim in any amount, (b) to enter into, amend, supplement, or change the ASC
Lease or any other agreement governing or relating to any Lease, including, but
not limited to any subordination or attornment or estoppel agreements requested
by Landlord with respect to any mortgage or deed of trust or loan on the
Premises, or (c) to sell, transfer or otherwise dispose of any or all of the
capital stock of, or partnership or limited liability company interests in, or
other equity interests in, any Subsidiary or to sell, transfer or otherwise
dispose of any or all of the property or assets of UASC, including dispositions
by merger or consolidation, except only the sale, transfer or other disposition
of all or substantially all of the assets of UASC and its Subsidiaries, taken as
a whole.

SECTION 8.6       AMENDMENT OF OPERATING AGREEMENTS.

                  AOI will not enter into or accept any agreement to amend,
supplement, terminate or otherwise change the Operating Agreement of UASC with
respect to AOI's rights to distribution of cash or its obligations to make
capital contributions, except upon the prior written consent of the Landlord.

SECTION 8.7       ASSIGNMENT OF SUBORDINATED CLAIMS AND OBLIGATIONS.

                  Prior to making or agreeing to make any transfer of any
Subordinated Claim or any transfer of any interest in any Subordinated
Obligation or Subordinated Claim, the then holder thereof will (a) deliver a
copy of this Agreement to the transferee, (b) cause the transferee duly to
execute and deliver its agreement to be bound by the provisions hereof, by
execution of a counterpart of the signature page hereto, stating the interest
transferred, and (c) deliver such counterpart, so executed, to the Landlord,
accompanied by, if requested by the Landlord, an opinion of reputable counsel
stating that the execution and delivery of such counterpart is within the power
of such transferee and that such counterpart was duly authorized, executed and
delivered by such transferee and is enforceable against such transferee in
accordance with its terms, subject to laws generally affecting the enforcement
of the rights of creditors and the applicability of general equitable
principles.

                   ARTICLE 9. LEASE DEFAULT AND ACCELERATION

SECTION 9.1       RIGHT TO CURE.

                  When Landlord gives AOI, as provided in ARTICLE 5 hereof, a
Default Notice, AOI shall have the right, but not the obligation, to undertake
to cure such an Event of Default. If AOI determines to undertake to cure such
Event of Default, it will so notify Landlord within three (3) Business Days
after receipt of


                                       8

<PAGE>

Landlord's notice, or it will be deemed to have waived this right. Landlord may
exercise any and all remedies available to it consistent with the provisions of
this Agreement while AOI is considering whether to cure such Event of Default.
If AOI elects to cure such Event of Default, AOI must cure within ten (10)
Business Days of the receipt of such notice such Event of Default as it exists
on the date of cure and not on the date of the Default Notice delivered to AOI;
provided, however, AOI shall have no obligation to then cure any other Event of
Default not stated in the Default Notice.

SECTION 9.2       ACCELERATION NOTICE.

                  Upon any acceleration of the Lease Obligations, a written
notice of acceleration (the "Acceleration Notice") shall be given by the
Landlord to AOI within fifteen (15) Business Days (a Business Day for the
purposes of this Agreement being a day that satisfies the definition of Business
Day in the ASC Lease) of such acceleration. Under certain circumstances
specified in the ASC Lease, the Landlord may be entitled to send out Default
Notices and Acceleration Notices simultaneously, and AOI hereby acknowledges
this right.

SECTION 9.3       OWNERSHIP OF SUBORDINATED OBLIGATIONS.

                  AOI, as creditor, warrants and represents that it has not
previously assigned any interest in the Subordinated Obligations or Subordinated
Claims and that no party other than AOI owns an interest in the Subordinated
Obligations or Subordinated Claims.

                           ARTICLE 10. MISCELLANEOUS

SECTION 10.1      SPECIFIC ENFORCEMENT.

                  UASC and AOI acknowledge and agree that an action for money
damages is not an adequate remedy for enforcement of this Agreement and,
accordingly, agree that each and all of the obligations arising hereunder may,
at the option of the Landlord, be enforced by an action for specific performance
or other lawful specific or injunctive relief.

SECTION 10.2      POWERS AND AUTHORITIES IRREVOCABLE; NO DUTY.

                  All rights, powers and authorities herein granted to the
Landlord are coupled with an interest and are irrevocable until Discharge of the
Lease Obligations and Lease Claims and all outstanding Lease Obligations or
Lease Claims have been performed, discharged and paid in full in cash. Such
rights, powers and authorities may be freely exercised by Landlord, or not
exercised by it, in each instance as it may see fit given its own individual
interest as a holder of a Lease Obligation or Lease Claim, without any duty of
care, duty of loyalty or other duty whatsoever to AOI.

SECTION 10.3      ENFORCEABILITY.

                  This Agreement (a) shall be binding upon and enforceable
against UASC and AOI and their respective successors and assigns whether such
holder of a Subordinated Obligation or Subordinated Claims holds such
Subordinated Claim or Subordinated Obligation as a lien holder, secured party or
otherwise, (b) may be jointly or separately enforced in any lawful manner
against any one or more or all of the persons and entities bound hereby, without
any requirement that other Claims or persons or entities bound hereby be joined
(and no single or partial exercise or enforcement of any right hereunder shall
preclude any other or further exercise or enforcement thereof), and (c) shall
inure to the benefit of and be enforceable by Landlord, its successors and
assigns and transferees and each other present and future holder of any Lease
Obligation or Lease Claim. Without limiting the foregoing, Landlord shall have
the right to assign this Agreement to any Lender of Landlord with respect to the
ASC Lease and AOI hereby agrees to provide such estoppel certificates to such
Lender as may be required and necessary with respect to the right of the Lender
to the benefits of this Agreement.

SECTION 10.4      COMPLETE AGREEMENT; INCONSISTENCY; MODIFICATION; WAIVER.

                  This Agreement, the Exhibits and the ASC Lease, set forth
definitely and exhaustively the


                                       9

<PAGE>

complete agreement of the parties with respect to the subject matter hereof. No
provision hereof and no right arising hereunder may be modified or waived by any
oral agreement or shall be deemed to have been modified or waived by any act or
failure to act or shall otherwise be affected or changed, except as and to the
extent expressly set forth in a writing signed by the party to be bound thereby.

SECTION 10.5      HEADINGS.

                  The paragraph headings herein are inserted solely for
convenience of reference and shall not be used to construe, interpret, define,
or limit the provisions hereof.

SECTION 10.6      GOVERNING LAW; CONSENT TO JURISDICTION.

                  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Tennessee. UASC and AOI hereby (a)
irrevocably consents to the exclusive jurisdiction of the courts of the County
of Davidson in the State of Tennessee or the courts of the United States for the
Middle District of Tennessee in respect of any action or proceeding arising out
of or in connection with this Agreement or for the enforcement of any right
hereunder, (b) waives any objection which it may have at any time to the laying
of venue of any such action or proceeding in any such court, waives any claim
that such action or proceeding has been brought in an inconvenient forum, and
further waives the right to object that such court does not have jurisdiction
over such party, and (c) agrees that process in any such action or proceeding
may be served upon it, and shall be sufficiently served upon it, by mail to its
address set out on the signature pages hereof; without limiting the right of any
person or entity to serve process in any other manner permitted by law.

SECTION 10.7      WAIVER OF RIGHT TO TRIAL BY JURY.

                  Each party hereto hereby waives, absolutely, unconditionally,
irrevocably and forever, any right to trial by jury in any action or proceeding
arising out of or in connection with this Agreement or for the enforcement of
any right hereunder.

SECTION 10.8      CONTINUING AND IRREVOCABLE AGREEMENT; ACCEPTANCE.

                  This Agreement is a continuing and irrevocable agreement
enforceable against each signatory party hereto by Landlord and each other
present and future holder of any Lease Obligation or Lease Claim. Notice of
acceptance hereof by Landlord or any such holder is hereby waived, and reliance
hereon by each of them is hereby unconditionally and conclusively acknowledged.

SECTION 10.9      COUNTERPARTS.

                  This Agreement may be executed in any number of counterparts
and by the parties on one or more counterparts, all of which taken together
shall constitute a single agreement. Delivery of an executed signature page to
this Agreement by facsimile shall be effective as delivery of a manually signed
counterpart.

SECTION 10.10     NOTICES.

                  All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been given when
actually delivered, if personally delivered, or when mailed, if mailed by
registered or certified mail, return receipt requested, to the following
addresses or to such other address as either party may subsequently designate in
writing:

                  10.10.1  If to Landlord:

                           BRIERBROOK PARTNERS, LLC
                           c/o Med Properties Asset Group, L.L.C.
                           Attn: O.B. McCoin
                           Suite 250
                           7101 Executive Centre Drive
                           Brentwood, Tn. 37027
                           (615) 376-9995 (phone)
                           (615) 371-0246 (fax)
                           mccoino@hadc.com (email)


                                       10

<PAGE>

                  10.10.2  With a copy given in the manner prescribed above, to:

                           Daniel R. Loftus
                           Suite 1500
                           2525 West End Avenue
                           Nashville, Tn. 37203-1423
                           615-244-0020 (phone)
                           615-256-1726 (fax)
                           dloftus@wyattfirm.com (email)

                  10.10.3  If to AOI:

                           AMBULATORY OPERATIONS, INC.
                           Methodist Healthcare
                           Attention: Robert N. Trumpis
                           Suite 600
                           1211 Union Avenue
                           Memphis, Tn. 38104
                           (901) 726-2353 (phone)
                           (901) 726-8066 (fax)
                           trumpisb@methodisthealth.org.

                  10.10.4  With a copy given in the manner prescribed above, to:

                           Ambulatory Operations, Inc.
                           c/o Methodist Healthcare
                           Attention: W. Steven West
                           Suite 700
                           1211 Union Avenue
                           Memphis, Tn. 38104
                           (901) 726-2319 (phone)
                           (901) 726-2392 (fax)
                           wests@methodisthealth.org.

                  10.10.5  If to UASC:

                           Urology Ambulatory Surgery Center, Inc.
                           C/o Richard Pearson, M.D. Chief Manager
                           Attn: Rusty DeGeorge, Executive Manager
                           Urology Center of the South
                           Suite 220
                           5909 Shelby Oaks
                           Memphis, Tn. 38134
                           901-384-8840 (phone)
                           901-384-6422 (fax)
                           rustydegeorge@aol.com(email)

                  10.10.6  With a copy given in the manner prescribed above, to:



                                                       (Name)
                           ----------------------------

                                                       (c/o)
                           ----------------------------


                                       11

<PAGE>

                                                       (Suite)
                           ----------------------------
                                                       (Street)
                           ----------------------------
                                                       (City, State, zip)
                           ----------------------------
                                                       (phone)
                           ----------------------------
                                                       (fax)
                           ----------------------------
                                                       (email)
                           ----------------------------

                            [SIGNATURE PAGE FOLLOWS]


                                       12

<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
as of the day and year first above stated.



                                       LANDLORD:

                                       BRIERBROOK PARTNERS, LLC

                                       A TENNESSEE LIMITED LIABILITY COMPANY

                                       BY: MED PROPERTIES ASSET GROUP, L.L.C.,
                                       AN INDIANA LIMITED LIABILITY COMPANY
                                       ITS MANAGING MEMBER



                                       BY: /s/
                                          --------------------------------------
                                       TITLE: Chief Manager
                                             -----------------------------------



                                       AOI:

                                       AMBULATORY OPERATIONS, INC.

                                       A TENNESSEE CORPORATION



                                       BY: /s/
                                          --------------------------------------
                                       TITLE: Treasurer
                                             -----------------------------------



                                       UASC


                                       UROLOGY AMBULATORY SURGERY CENTER, L.L.C.

                                       A TENNESSEE LIMITED LIABILITY COMPANY



                                       BY: /S/
                                           -------------------------------------
                                       TITLE: Chief Manager
                                              ----------------------------------


                                       13

<PAGE>

STATE OF TENNESSEE

COUNTY OF DAVIDSON

         I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that O.B. McCoin, whose name as Chief Manager of Med
Properties Asset Group, L.L.C., an Indiana limited liability company, in its
capacity as Managing Member of Brierbrook Partners, LLC, a Tennessee limited
liability company, is signed to the foregoing instrument, and who is known to
me, acknowledged before me on this day that, being informed of the contents of
said instrument, he, as such Chief Manager and with full authority, executed the
same voluntarily for and as the act of said limited liability company, in its
capacity as Managing Member as aforesaid.

         Given under my hand and official seal, this the 28th day of June, 2001.



                                       /s/    Carole E. Baker             (SEAL)
                                       -----------------------------------
                                       Notary Public

                                       My Commission Expires: January 31, 2004

                                                   [NOTARY SEAL]


                                       14

<PAGE>

STATE OF TENNESSEE

COUNTY OF SHELBY

         I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that Robert N. Trumpis, whose name as Treasurer of
Ambulatory Operations, Inc., a Tennessee corporation, is signed to the foregoing
instrument, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said instrument, he/she, as such Treasurer and
with full authority, executed the same voluntarily for and as the act of said
corporation, in his/her capacity as Treasurer as aforesaid.

     Given under my hand and official seal, this the 27th day of June, 2001.



                                       /S/ Caroline Bridges        (NOTARY SEAL)
                                       ----------------------------
                                       Notary Public

                                       My Commission Expires: February 15, 2005



                                       15

<PAGE>

STATE OF TENNESSEE

COUNTY OF SHELBY

         I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that Richard Pearson, M.D., whose name as Chief Manager of
Urology Ambulatory Surgery Center, L.L.C., a Tennessee limited liability
company, is signed to the foregoing instrument, and who is known to me,
acknowledged before me on this day that, being informed of the contents of said
instrument, he/she, as such Chief Manager and with full authority, executed the
same voluntarily for and as the act of said limited liability company, in
his/her capacity as Chief Manager as aforesaid.

         Given under my hand and official seal, this the 28th day of June, 2001.




                                       /S/ MARY LOUISE GRUBBS             (SEAL)
                                       -----------------------------------
                                       Notary Public

                                       My Commission Expires: February 26, 2003

                                                   [NOTARY SEAL]


                                       16

<PAGE>

                                    EXHIBIT A

                                    ASC LEASE


                                       A

<PAGE>

                                     SEE ASC
                      AMENDED AND RESTATED LEASE AGREEMENT

<PAGE>

                                    EXHIBIT B

                               OPERATING AGREEMENT


                                       B


AOI  SUBORDINATION AGREEMENTS


<PAGE>

                                    SEE ASC
                      AMENDED AND RESTATED LEASE AGREEMENT
                                   EXHIBIT E