PROMISSORY NOTE


$35,100,000.00                    Austin, Texas            November 11, 1997



         FOR VALUE RECEIVED, the undersigned (herein called "Borrower," whether
one or more) hereby promises to pay to the order of HCPI Mortgage Corp., a
Delaware corporation ("Lender"), by wire transfer to Lender as follows: Wells
Fargo Bank, San Francisco, CA, ABA Number: 121-000248, Account Name: HCPI
Mortgage Corp., Account Number: 4812-031920, or in such other form or at such
other place as may be from time to time designated by Lender by notice to
Borrower, the principal amount of the Loan, together with interest on the
principal amount of the Loan from day to day outstanding, as defined in and
provided in the Loan Agreement referred to below. All payments under this Note
shall be made in lawful money of the United States of America.

         This Note has been executed and delivered pursuant to the Construction
Loan Agreement (the "Loan Agreement") of even date herewith between Borrower and
Lender. Capitalized terms used and not defined herein are used herein with the
meanings given them in the Loan Agreement. This Note is the "Note" referred to
in the Loan Agreement. Reference is hereby made to the Loan Agreement for all
purposes, including, but not limited to provisions regarding the payment and
prepayment hereof and the acceleration of the maturity hereof. The security for
this Note includes a Deed of Trust, Assignment, Security Agreement and Financing
Statement (the "Mortgage") of even date herewith from Borrower to Cheryl A.
Engelmann, Trustee, covering and affecting certain property in Travis County,
Texas, as more fully described therein.

         Upon the occurrence of a Default, the holder hereof shall have the
right to declare the unpaid principal balance and accrued but unpaid interest on
this Note at once due and payable (and upon such declaration, the same shall be
at once due and payable), to foreclose any liens and security interests securing
payment hereof, and to exercise any of its other rights, powers and remedies
under any Loan Document, at Law or in equity. All such rights, powers, and
remedies are cumulative of each other and of any and all other rights and
remedies existing at Law or in equity, as described in the Loan Agreement.

         If any holder of this Note retains an attorney in connection with any
Default or at maturity or to collect, enforce or defend this Note or any other
Loan Document in any lawsuit or in any probate, reorganization, bankruptcy or
other proceeding, or if Borrower sues any holder in connection with this Note or
any other Loan Document and does not prevail, then Borrower agrees to pay to
each such holder, in addition to principal and interest, all reasonable costs
and expenses actually incurred by such holder in trying to collect this Note or
in any such suit or proceeding, including reasonable attorneys' fees.

         It is the intent of Lender and Borrower and all other parties to the
Loan Documents to conform to and contract in strict compliance with applicable
usury Law from time to time in effect. All agreements between Lender or any
other holder hereof and Borrower (or any other

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party liable with respect to any indebtedness under the Loan Documents) are
hereby limited by the provisions of this paragraph which shall override and
control all such agreements, whether now existing or hereafter arising. In no
way, nor in any event or contingency (including but not limited to prepayment,
default, demand for payment, or acceleration of maturity of any obligation),
shall the interest taken, reserved, contracted for, charged, chargeable or
received under this Note or under any of the other Loan Documents, or otherwise,
exceed the maximum nonusurious amount permitted by applicable Law (the "Maximum
Amount"). If, from any possible construction of any document, interest would
otherwise be payable in excess of the Maximum Amount, any such construction
shall be subject to the provisions of this paragraph and such document shall,
ipso facto, be automatically reformed and the interest payable shall be
automatically reduced to the Maximum Amount, without the necessity of execution
of any amendment or new document. If the holder hereof shall ever receive
anything of value that is characterized as interest under applicable Law and
that would apart from this provision be in excess of the Maximum Amount, an
amount equal to the amount that would have been excessive interest shall,
without penalty, be applied to the reduction of the principal amount owing on
the indebtedness evidenced hereby in the inverse order of its maturity and not
to the payment of interest, or refunded to Maker or the other payor thereof if
and to the extent such amount that would have been excessive exceeds such unpaid
principal. The right to accelerate maturity of this Note or any other
indebtedness does not include the right to accelerate any interest that has not
otherwise accrued on the date of such acceleration, and the holder hereof does
not intend to charge or receive any unearned interest in the event of
acceleration. All interest paid or agreed to be paid to the holder hereof shall,
to the extent permitted by applicable Law, be amortized, prorated, allocated and
spread throughout the full stated term (including any renewal or extension) of
such indebtedness so that the amount of interest on account of such indebtedness
does not exceed the Maximum Amount. As used in this paragraph, the term
"applicable Law" shall mean the Laws of the State of Texas or the federal Laws
of the United States applicable to this transaction, whichever Laws allow the
greater interest, as such Laws now exist or may be changed or amended or come
into effect in the future.

         If more than one Person executes this Note as Borrower, all of said
Persons shall be jointly and severally liable for payment of the indebtedness
evidenced hereby. Borrower and all sureties, endorsers, guarantors and any other
Person now or hereafter liable for the payment of this Note in whole or in part,
hereby severally (i) waive demand, presentment for payment, notice of dishonor
and of nonpayment, protest, notice of protest, notice of intent to accelerate,
notice of acceleration and all other notice (except any notices that are
specifically required by this Note or any other Loan Document), filing of suit
and diligence in collecting this Note or enforcing any of the security herefor;
(ii) agree to any substitution, subordination, exchange or release of any such
security or the release of any Person primarily or secondarily liable hereon;
(iii) agree that the holder hereof shall not be required first to institute suit
or exhaust its remedies hereon against Borrower or others liable or to become
liable hereon or to enforce its rights against them or any security herefor;
(iv) consent to any extension or postponement of time of payment of this Note
for any period or periods of time and to any partial payments, before or after
maturity, and to any other indulgences with respect hereto, without notice
thereof to any of them; and (v) submit (and waive all rights to object) to
non-


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exclusive personal jurisdiction in the State of Texas, and venue in the
county in which payment is to be made as specified on the first page of this
Note, for the enforcement of any and all obligations under the Loan Documents.
         BORROWER ACKNOWLEDGES THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS
CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY UNDER THE CONSTITUTIONS OF
THE UNITED STATES AND THE STATE OF TEXAS. BORROWER EXPRESSLY AND KNOWINGLY
WAIVES AND RELEASES ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, AND AGREES THAT LENDER
MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF BORROWER TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

         This Note may not be amended except in a writing specifically intended
for such purpose and executed by the party against whom enforcement of the
amendment is sought. Any alleged amendment which is not so documented shall not
be effective as to any parties.

         THIS NOTE, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE
GOVERNED BY TEXAS LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND
APPLICABLE UNITED STATES FEDERAL LAW.

         This Note is executed and delivered by Borrower and accepted by Lender
in part in renewal, extension, modification and restatement of that certain Real
Estate Lien Note dated August 15, 1997 (the "Original Note"), executed and
delivered by Borrower, payable to the order of Lender, in the original principal
amount of One Thousand and No/100 Dollars ($1,000.00). This Note does not
constitute a novation or payment of any part of the indebtedness evidenced by
the Original Note. It is the intention of Borrower that any and all of the
instruments and documents which heretofore secured the indebtedness evidenced by
the Original Note (as such instruments and documents may have been or may
hereafter be amended, modified and/or restated) shall also secure the
indebtedness under this Note, whether or not such documents or instruments
expressly so provide.

         IN WITNESS WHEREOF, Borrower has duly executed this Note as of the date
first above written.

                                  BORROWER:

                                  HEART HOSPITAL IV, L.P., a Texas limited
                                  partnership

                                  By: Hospital Management IV, Inc., a North
                                  Carolina corporation, General Partner

                                  By: /s/ Richard J. Post
                                     -----------------------------------------
                                  Name: Richard J. Post
                                       ---------------------------------------
                                  Title: Treasurer
                                         -------------------------------------



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