EXHIBIT 10.17

                              EMPLOYMENT AGREEMENT

      This Employment Agreement ("Agreement") is entered into effective as of
November 1, 2000, by and between United Surgical Partners International, Inc., a
Delaware corporation ("USP"), and Donald E. Steen ("Employee"), with reference
to the following facts:

                                    RECITALS

      A. USP desires to employ Employee in the capacities and on the terms and
conditions hereinafter set forth and Employee is willing to serve in such
capacities and on such terms and conditions.

      B. This Agreement shall replace any and all existing employment agreements
and arrangements between USP and Employee.

      NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, USP and Employee mutually agree as follows:

                                    AGREEMENT

      1. EMPLOYMENT. USP hereby employs Employee as the Chairman of the Board
and Chief Executive Officer of USP; provided, however, that Employee may resign,
or the Board of Directors of USP may remove Employee, from the position of Chief
Executive Officer at any time after the second anniversary of the date of this
Agreement.

      2. DUTIES. In his capacity as Chief Executive Officer, Employee shall
devote substantially all of his working time, energies and skills to the benefit
of USP's business. If Employee is no longer Chief Executive Officer of USP, he
shall devote such time to his duties as Chairman of the Board as are necessary
to fulfill that role. In his capacity as Chief Executive Officer of USP,
Employee (a) shall report to the Board of Directors of USP, (b) shall have such
duties, responsibilities and authority as are set forth in the By-Laws of USP
for the position of Chief Executive Officer and (c) shall have authority to hire
such staff as Employee determines is necessary and to determine the titles and
(subject to established authority levels for setting salaries) the compensation
levels of such staff. In his capacity as Chairman of the Board, Employee shall
have such duties, responsibilities and authority as are set forth in the By-Laws
of USP and as are typical for the position of Chairman of the Board. Employee
agrees to serve USP diligently and to the best of his ability.

      3. COMPENSATION.

      (a) BASE SALARY. USP shall pay Employee a Base Salary ("Base Salary") at a
rate of $300,000 per year until January 1, 2001, increasing to $400,000 per year
as of such date; provided, however, that during any period in which Employee is
no longer serving as Chief Executive Officer, his Base Salary shall be reduced
by $100,000 from the Base Salary

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that would otherwise apply. In addition, the Board of Directors of USP shall, in
good faith, consider granting increases in such salary based on Employee's
performance and the growth and/or profitability of USP, but it shall have no
obligation to grant any such increases in compensation. Base Salary shall be
payable in equal semi-monthly installments on the 15th day and the last working
date of the month, or at such other times and in such installments as may be
agreed upon between USP and Employee. All payments shall be subject to the
deduction of payroll taxes and similar assessments as required by law.

      (b) PERFORMANCE BONUSES. In addition to the Base Salary, Employee shall be
eligible to receive bonus compensation of up to 100% of the Base Salary based on
such performance goals and criteria as the Board of Directors of USP shall, from
time to time, determine.

      4. EXPENSES AND BENEFITS. USP agrees to provide Employee with the
following benefits:

      (a) EXPENSE REIMBURSEMENTS. Employee is authorized to incur reasonable
expenses in connection with the business of USP, including expenses for
entertainment, travel and similar matters. USP will reimburse Employee for such
expenses upon presentation by Employee of such documentation as USP shall from
time to time require.

      (b) OFFICE SERVICES. USP will provide Employee with an administrative
assistant of his choice and reasonable office space and services.

      (c) INSURANCE. Major medical health insurance and disability insurance as
currently in place (as the same may be modified from time to time by USP for its
senior executives).

      (d) EMPLOYEE BENEFIT PLANS. Participation in any other employee benefit
plans now existing or hereafter adopted by USP for its employees.

      (e) OTHER. Such items and benefits as USP shall, from time to time,
consider necessary or appropriate to assist Employee in the performance of his
duties.

      (f) VACATIONS. Employee shall be entitled (in addition to the usual public
holidays) to a paid vacation of an aggregate of five weeks in each calendar
year.

      5. TERM. The term of this Agreement shall be from the date of this
Agreement to October 31, 2004, and shall thereafter be automatically renewed for
successive one year terms unless either party gives notice of non-renewal at
least 90 days prior to the end of the original or any such renewal term;
provided, however, that either party may terminate this Agreement at any time
upon at least 90 days prior written notice. A determination by USP to terminate
this Agreement may be made only by an affirmative vote of not less than 75% of
the members of the Board of Directors of USP then in office. In the event of
such termination by USP, Employee shall be entitled to severance pay based on
his Base Salary at the time of termination, plus a bonus (payable monthly on a
pro rata basis) at a rate equal to the average

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annual bonuses paid to Employee for the two calendar years preceding the date of
notice of termination, for a period of 12 months following termination or until
October 31, 2004, whichever is later. Such severance pay shall be payable in
monthly installments and USP shall continue the benefits set forth in Sections
4(b) and (c) for the period during which such severance payments are to be made.
In addition, this Agreement shall terminate as provided for in Section 7 or upon
the death of Employee.

      6. DISABILITY.

      (a) In the event that Employee becomes Permanently Disabled (as
hereinafter defined) during the term of this Agreement, Employee shall continue
in the employ of USP but his compensation hereunder shall be reduced to
three-fourths of the Base Salary then in effect as set forth in Section 3(a),
commencing upon the determination of Employee's Permanent Disability and
continuing thereafter until the first to occur of (i) 36 months or (ii) the
death of Employee; and during such period of time, Employee shall not be
entitled to payment of expenses or benefits specified in Section 4 (except for
reimbursement of expenses incurred by Employee prior to becoming Permanently
Disabled), except that USP shall continue to provide Employee with the insurance
benefits specified in Section 4(c). The obligation of USP for continuation of
three-fourths of Employee's Base Salary shall be net of payments to Employee
from the disability insurance referred to in Section 4(c).

      For purposes of this Agreement, the terms "Permanent Disability" or
"Permanently Disabled" shall mean three months of substantially continuous
disability. Disability shall be deemed "substantially continuous" if, as a
practical matter, Employee, by reason of his mental or physical health, is
unable to sustain reasonably long periods of substantial performance of his
duties. Frequent long illnesses, though different from the preceding illness and
though separated by relatively short periods of performance, shall be deemed to
be "substantially continuous." Disability shall be determined in good faith by
the Board of Directors, whose decision shall be final and binding upon Employee.
Employee hereby consents to medical examinations by such physicians and medical
consultants as USP shall, from time to time, require.

      7. TERMINATION BY USP FOR CAUSE. USP shall have the right to terminate
Employee's employment under this Agreement for "Cause" by an affirmative vote to
so terminate by not less than 75% of the members of USP's Board of Directors, in
which event, no compensation shall be paid or other benefits furnished to
Employee after termination for Cause. Termination for Cause shall be effective
immediately upon notice sent or given to Employee. For purposes of this
Agreement, the term "Cause" shall mean and be strictly limited to: (a)
conviction of a crime constituting a felony under state or federal law; (b)
commission of any material act of dishonesty against USP; or (c) willful and
material breach of this Agreement by Employee.

      8. NON-COMPETITION. Employee recognizes and understands that in performing
the responsibilities of his employment, he will occupy a position of fiduciary
trust and confidence, pursuant to which he will develop and acquire experience
and knowledge with

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respect to USP's business. It is the expressed intent and agreement of Employee
and USP that such knowledge and experience shall be used exclusively in the
furtherance of the interests of USP and not in any manner which would be
detrimental to USP's interests. Employee further understands and agrees that USP
conducts its business within a specialized market segment throughout the United
States and in portions of Europe, and that it would be detrimental to the
interests of USP if Employee used the knowledge and experience which he
currently possesses or which he acquires pursuant to this employment hereunder
for the purpose of directly or indirectly competing with USP, or for the purpose
of aiding other persons or entities in so competing with USP. Employee therefore
agrees that so long as he is employed by USP and, if this Agreement is
terminated by USP pursuant to Section 5, FOR AN ADDITIONAL PERIOD EQUAL TO THE
SHORTER OF ONE YEAR FOLLOWING TERMINATION OR FOR THE PERIOD OF TIME EMPLOYEE IS
RECEIVING A SALARY OR SEVERANCE PAYMENTS FROM USP, unless Employee first secures
the written consent of USP, Employee will not directly of indirectly invest,
engage or participate in or become employed by any entity in direct or indirect
competition with USP's business, which shall include the ownership and/or
operation of outpatient surgical centers in the United States and the ownership
and/or operation of hospitals in the countries in Europe in which USP owns or
operates hospitals as of the date of termination. These non-competition
provisions shall not be construed to prohibit Employee from being employed in
the health care industry during the applicable period, but rather to permit him
to be so employed so long as such employment does not involve Employee's direct
or indirect participation in a business which is the same or similar to USP's
business (as defined above). In the event that the provisions of this Section 8
should ever be deemed to exceed the time or geographic limitations permitted by
applicable laws, then such provisions shall be reformed to the maximum time or
geographic limitations permitted by applicable law.

      9. STOCK OPTIONS. In the event that (a) USP elects to terminate this
Agreement pursuant to Section 5, (b) there is a "Change of Control Event" (as
such term is defined in the Stock Option Agreements, each dated April 30, 1998,
to which USP and Employee are parties) or (c) USP breaches this Agreement by
termination of Employee without the notice required under Section 5 or without
Cause under Section 7, then in each such event, all USP stock options held by
Employee and all restricted stock awards made to him by USP (whether issued
subject to forfeiture or to be issued when and if they become vested) shall
thereupon automatically be amended so as to (i) cause to vest, immediately prior
to the date of such Change in Control Event or termination of employment, all
such then unvested stock options and restricted stock awards, and (ii) provide
Employee 90 days to exercise such options (or such greater period as may be
provided by the terms of such options).

      10. GENERAL PROVISIONS.

      (a) NOTICES. All notices required or permitted by this Agreement shall be
in writing and may be delivered in person or sent by regular, registered or
certified mail or United States Postal Service Express Mail, with postage
prepaid, or by other courier service, or by facsimile transmission, and shall be
deemed sufficiently given if served in the manner specified in this Section
10(a). The addresses and facsimile numbers set forth below shall be the parties
addressed and facsimile numbers for purposes for purposes of delivery or mailing
of notices:

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              If to USP:        c/o United Surgical Partners International, Inc.
                                17103 Preston Road, Suite 200 North
                                Dallas, Texas 75248
                                Attention: William H. Wilcox
                                   President
                                FAX No.: (972) 267-0084

              If to Employee:   Donald E. Steen
                                5715 Thames Court
                                Dallas, Texas 75252
                                FAX No.:(972)248-8868

The parties may change addresses and facsimile numbers noted above through
written notice in compliance with this Section lO(a). Any notice sent by
registered or certified mail, return receipt requested, shall be deemed given
when actually received by the addressee, as shown on the receipt card which must
be signed by a representative of the addressee. If sent by regular mail, the
notice shall be deemed given after the notice is addressed, mailed with postage
prepaid and when actually received by the addressee. Notices delivered by United
States Express Mail or other courier service shall be deemed given when actually
received by the addressee as shown by the signature of an authorized
representative of the addressee on the log or other documentation maintained by
the United States Postal Service or courier to show proof of delivery. If any
notice is transmitted by facsimile transmission or similar means, the notice
shall be deemed served or delivered upon telephone confirmation of receipt of
the transmission.

      (b) CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, excluding principles of conflict
of laws.

      (c) INTEGRATION: MODIFICATION AND WAIVER. This Agreement constitutes the
entire understanding of the parties hereto relating to the subject matter
hereof, supersedes any and all other agreements, whether oral or in writing,
between the parties hereto and their affiliates with respect to the employment
of Employee, and contains all covenants and agreements between the parties
hereto relating to such employment in any manner whatsoever; provided, however,
that except as expressly provided herein, this Agreement shall not affect any
stock option agreements, indemnity agreements or agreements relating to
Employee's purchase or ownership of USP securities to which Employee is now or
hereafter a party. This Agreement shall not be amended, modified or revised in
any respect, except by a writing signed by USP and Employee. No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision, whether or not similar, and no waiver shall constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.

      (d) SEVERABILITY. If any provision of this Agreement shall be determined
by a court or governmental agency of competent jurisdiction to be invalid,
illegal or unenforceable, such invalidity, illegality or unenforceability shall
not affect the remainder of this

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Agreement, which shall remain in full force and effect and be enforced in
accordance with its remaining enforceable terms.

      (e) ASSIGNMENT. Because of the personal nature of the services to be
rendered hereunder, the obligations of Employee under this Agreement may not be
delegated or assigned in whole or in part without the prior written consent of
USP (which consent may be withheld in its sole discretion. However, subject to
the foregoing limitation, this Agreement shall be binding upon, and shall insure
to the benefit of, the parties hereto and their respective heirs, devisees,
executors, administrators, trustees, legal representatives, successors,
transferees and assigns.

      (f) ATTORNEYS' FEES. In any action or proceeding at law or in equity,
including but not limited to arbitration, brought to enforce or construe any
provisions or rights under this Agreement, the unsuccessful party or parties to
such litigation or arbitration, as determined by the appropriate court or
arbitrator pursuant to a final judgment or decree, shall pay the successful
party or parties all costs, expenses and reasonable attorneys' fees incurred by
such successful party or parties (including but not limited to such costs,
expenses and fees in connection with any appeals) and, if such successful party
or parties shall recover judgment in any such action or proceeding, such costs,
expenses and attorneys' fees shall be included as part of such judgment.

      (g) SURVIVAL OF CERTAIN PROVISIONS. The provisions of Sections 4(a) (as to
expenses incurred prior to termination), 5, 8 and 9 shall survive the expiration
or other termination of this Agreement.

      (h) HEADINGS AND CAPTIONS. Headings and captions are included in this
Agreement for purposes of convenience only and are not a part of this Agreement.

      (i) MISCELLANEOUS. Any term used in the plural shall refer to all members
of the relevant class and any term used in the singular shall refer to any one
or more of the members of the relevant class. References in this Agreement to
articles, sections, paragraphs and exhibits are to articles, sections,
paragraphs and exhibits to this Agreement. The terms "herein," "hereof,"
"hereto," "hereunder" and other terms similar to such terms refer to this
Agreement as a whole and not merely to the specific article, section, paragraph
or clause where such terms may appear.

      (j) COUNTERPARTS AND FACSIMILE SIGNATURES. Separate copies of this
Agreement may be signed by the parties hereto, with the same effect as though
all of the parties had signed one copy of this Agreement. Signatures transmitted
by facsimile shall be accepted as original signatures.

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      IN WITNESS WHEREOF, the undersigned have duly executed this Employment
Agreement as of the date first written above.


USP:                          UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

                              By:/s/PAUL B. QUEALLY
                                    Paul B. Queally
                                    Chairman, Options and Compensation Committee

EMPLOYEE:                     /s/ DONALD E. STEEN
                                  Donald E. Steen

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