EXHIBIT 10.3


                              DATED 6th APRIL 2000


                       GLOBAL HEALTHCARE PARTNERS LIMITED

                                     - and -

                THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
                                     as Bank


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                                CREDIT AGREEMENT
                                   relating to
                 (i) a sterling term loan and guarantee facility
                         of pounds sterling 34,000,000;
             (ii) a sterling revolving capital expenditure facility
                        of pounds sterling 7,000,000; and
            (iii) an overdraft facility of pounds sterling 1,000,000

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                            [DENTON WILDE SAPTE LOGO]
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                                TABLE OF CONTENTS
                                                                           PAGE
CLAUSE    HEADING                                                         NUMBER

1.     DEFINITIONS AND INTERPRETATION ....................................   1
1.1    Definitions .......................................................   1
1.2    Headings ..........................................................  13
1.3    Interpretation ....................................................  13

2.     FACILITIES ........................................................  14

3.     PURPOSE............................................................  15
3.1    Purpose of the Term Loan and Guarantee Facility ...................  15
3.2    Purpose of the Capex Facility .....................................  15
3.3    Purpose of the Overdraft Facility .................................  15
3.4    Undertaking by Newco ..............................................  16
3.5    No liability ......................................................  16

4.     CONDITIONS PRECEDENT ..............................................  16
4.1    Conditions precedent ..............................................  16
4.2    Confirmation of satisfaction ......................................  16

5.     DRAWDOWN ..........................................................  16
5.1    Utilisation of Term Loan and Guarantee Facility ...................  16
5.3    Drawdown of Capex Facility ........................................  17
5.4    Conditions to each Advance ........................................  17
5.5    Drawdown Notice ...................................................  18
5.6    Limitations on the Loan Notes Guarantee ...........................  18
5.7    Conditions of the Loan Notes Guarantee ............................  18
5.8    Loan Notes Guarantee Utilisation Notice ...........................  18
5.9    Counter Indemnity from Newco ......................................  19
5.10   Interest on Payments ..............................................  19

6.     THE OVERDRAFT FACILITY ............................................  19
6.1    Nature of Facility ................................................  19
6.2    Utilisation .......................................................  20

7.     INTEREST ..........................................................  20
7.1    Interest rates ....................................................  20
7.2    Interest Periods ..................................................  20
7.3    Default Interest ..................................................  21
7.4    Fixed Rate Option .................................................  22
7.5    Guarantee Commission ..............................................  23
7.6    Interest, Commission and Fees under the Overdraft Facility ........  23
7.7    Calculation and Payment of Interest ...............................  23
7.8    Bank's Determination ..............................................  24

8.     REPAYMENT OF THE TERM LOAN AND THE CAPEX LOAN .....................  24
8.1    Reduction of the Term Loan Utilised Amount ........................  24
8.2    Repayment of the Capex Advances ...................................  24

9.     PREPAYMENT ........................................................  25
9.1    Mandatory, prepayment on Sale or Listing ..........................  25
9.2    Voluntary, prepayment of Term Loan and Capex Loan .................  25
9.3    No re-borrowing of Term Loan ......................................  26
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10.    CANCELLATION OF CAPEX FACILITY ....................................  26
10.1   Cancellation ......................................................  26
10.2   Notice ............................................................  26
10.3   Effect of cancellation ............................................  26
10.    Limitation.........................................................  26

11.    CHANGES 1N CIRCUMSTANCES ..........................................  26
11.1   Illegality ........................................................  26
11.2   Increased Costs ...................................................  27
11.3   Market disruption .................................................  28
11.4   Mitigation ........................................................  29
11.5   Certificates ......................................................  30

12.    PAYMENTS ..........................................................  30
12.1   Funds .............................................................  30
12.2   Payments ..........................................................  30
12.3   Change Of account .................................................  30
12.4   Business Days .....................................................  30
12.5   Currency ..........................................................  30
12.6   Accounts as evidence ..............................................  30
12.7   Partial payments ..................................................  31
12.8   Set-off and counterclaim ..........................................  31
12.9   Grossing-up .......................................................  31

13.    SECURITY ..........................................................  33
13.1   Security Documents ................................................  33
13.2   Interest Rate Protection Agreements ...............................  33

14.    REPRESENTATIONS AND WARRANTIES ....................................  33
14.1   Representations and warranties ....................................  33
14.2   Repetition ........................................................  36

15.    UNDERTAKINGS ......................................................  36
15.1   Information undertakings ..........................................  36
15.2   Positive undertakings .............................................  39
15.3   Negative undertakings .............................................  40
15.4   Financial undertakings ............................................  42

16.    DEFAULT ...........................................................  44
16.1   Default ...........................................................  44
16.2   Acceleration ......................................................  46

17.    SET-OFF ...........................................................  47

18.    FEES AND EXPENSES .................................................  47
18.1   Expenses ..........................................................  47
18.2   Arrangement fee ...................................................  47
18.3   Management Fee ....................................................  47
18.4   Commitment Fee ....................................................  47
18.5   Documentary Taxes indemnity .......................................  48

18.6   VAT ...............................................................  48
18.7   Indemnity payments ................................................  48
18.8   Valuations and appointments .......................................  48

19.    WAIVERS; REMEDIES CUMULATIVE ......................................  48
19.1   No implied waivers: remedies cumulative ...........................  48
19.2   Euro conventions ..................................................  49
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20.      MISCELLANEOUS ...................................................  49
20.1     Severance .......................................................  49
20.2     Counterparts ....................................................  49
20.3     Third Parties ...................................................  49

21.      NOTICES..........................................................  49
21.1     Method ..........................................................  49
21.2     Delivery ........................................................  50
21.3     Addresses........................................................  50
21.4     Deemed receipt ..................................................  50

22.      ASSIGNMENTS AND TRANSFERS .......................................  51
22.1     Benefit of Agreement ............................................  51
22.2     Assignments and transfers by Newco ..............................  51
22.3     Assignments and Transfers by Bank ...............................  51
22.4     Consequences of transfer ........................................  51
22.5     Disclosure of information .......................................  51

23.      INDEMNITIES .....................................................  52
23.1     Breakage costs indemnity.........................................  52
23.2     Currency indemnity ..............................................  52
23.3     General .........................................................  52

24.      LAW..............................................................  53

SCHEDULE I - CONDITIONS PRECEDENT ........................................  54
SCHEDULE 2 - PART I DRAWDOWN NOTICE ......................................  57
             PART II LOAN NOTES GUARANTEE UTILISATION NOTICE .............  58
SCHEDULE 3 - GROUP COMPANIES .............................................  59
SCHEDULE 4 - MANDATORY COST RATE .........................................  60
SCHEDULE 5 - THE PROPERTIES ..............................................  61
SCHEDULE 6 - FIXED RATE CONFIRMATION NOTICE...............................  62
<PAGE>
THIS AGREEMENT is made on 6th April 2000

BY:

(1)    GLOBAL HEALTHCARE PARTNERS LIMITED, a company incorporated in England and
       Wales with registered number 3952340 (Newco); and

(2)    THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as the Bank (as that
       term is more particularly defined below).


IT IS AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1    DEFINITIONS

       In this Agreement:

       ACCOUNTING PRINCIPLES means the GAAP used in the preparation of the
       Accounts of Aspen for the Financial Year ended 31st December 1999.

       ACCOUNTS means:

       (a)    in relation to Newco, its audited consolidated accounts (including
              all additional information and notes to the accounts) together
              with the relevant directors' report and auditors' report; and

       (b)    in relation to any other Charging Group Company from time to time,
              its audited accounts (including all additional information and
              notes to the accounts) together with the relevant directors'
              report and auditors' report.

       ACQUISITION AGREEMENT means the sale and purchase agreement dated on or
       before the date of this Agreement relating to the sale and purchase of
       Aspen Shares and made between the Vendors (as described therein) as
       vendors and Newco as purchaser.

       ACQUISITION COSTS means those fees, commissions. costs and expenses
       properly incurred by Newco in relation to its acquisition of Aspen
       Shares.

       ACQUISITION DOCUMENTS means:

       (a)    the Acquisition Agreement;

       (b)    the Optionholders Agreement;

       (c)    the Warranty Deed;

       (d)    the Loan Notes; and

       (e)    the Termination Agreement

       but, for the avoidance of doubt. shall not include the Disclosure Letter.

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       ACQUISITION GOODWILL means the net goodwill arising on the acquisition of
       Aspen Shares.

       ACT means the Companies Act 1985.

       ADVANCES means all and each of the Terns Advances and the Capex Advances
       and ADVANCE shall be construed accordingly.

       ASPEN means Aspen Healthcare Holdings Limited, a company incorporated in
       England and Wales with registered number 3471084.

       ASPEN SHARES means all the issued share capital in Aspen.

       AUDITORS means, in relation to each Group Company, Arthur Andersen or any
       other fine of chartered accountants of internationally recognised
       standing that has been appointed as auditors of such Group Company.

       BANK means The Governor and Company of the Bank of Scotland and its
       successors in title, assignees and transferees.

       BUSINESS DAY means a day (other than a Saturday or Sunday) on which banks
       and foreign exchange markets are open for business in London.

       CAPEX ADVANCE means the advance made or to be made to Newco under the
       Capex Facility or, as the case may be, the outstanding principal amount
       of that advance.

       CAPEX COMMITMENT PERIOD means the period ending on the last Business Day
       of the period of 24 months from the date of this Agreement or such longer
       period as the Bank may in its absolute discretion agree.

       CAPEX FACILITY LIMIT means subject to Clauses 8, 9 and l0, pounds
       sterling 7,000,000.

       CAPEX LOAN means, at any time, the aggregate of all Capex Advances
       outstanding at that time.

       CAPEX FACILITY means the revolving capital expenditure facility referred
       to in Clause 2.1(b).

       CAPITAL EXPENDITURE has the meaning given to that term by GAAP but shall
       exclude those fixed asset additions qualifying as Finance Lease
       Expenditure.

       "CASHFLOW" means, in respect of the Group in relation to any period, the
       aggregate of PBITD and Depreciation charged to the profit and loss
       account for that period:

       (a)    plus the net proceeds of fixed assets disposed of during that
              period to the extent included in the Operating Budget for that
              period;

       (b)    plus any decrease, or minus any increase, in Net Working Capital
              during that period;

       (c)    plus any receipts by way of Extraordinary Items and minus any
              payments by way of Extraordinary Items, in each case, received or
              made during that period;

                                       -2-
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       (d)    minus any dividends declared to respect of minority interests for
              that period;

       (e)    plus any dividends received from other fixed assets investment
              during that period;

       (f)    plus income from participating interests in associated
              undertakings to the extent received in cash and minus any payment
              made to associated undertakings during that period;

       (g)    plus any increase or minus any decrease in provisions for
              liabilities and charges made in respect of that period;

       (h)    minus Capital Expenditure in respect of that period paid or
              contractually required to be paid during that period which is not
              funded by any of the Facilities or the proceeds of any further
              subscription of any shares in Newco;

       (i)    plus realised exchange gains and minus realised exchange losses
              charged during that period to the extent not already taken account
              of in PBITD for that period; and

       (j)    minus the aggregate of all corporation or other similar Taxes paid
              during that period.

       (For the purposes of this definition: "NET WORKING CAPITAL" means the
       aggregate of Current Assets, (excluding all of cash at bank and cash in
       hand, all assets in relation to Tax and accrued interest receivable)
       less the aggregate of Current Liabilities (excluding moneys due in
       relation to the Facilities and the Loan Notes and liabilities in relation
       to Tax. Extraordinary Items and dividends payable): "CURRENT ASSETS"
       means, in relation to the Group, the aggregate value of its assets which
       are treated as current assets in accordance with GAAP; and "CURRENT
       LIABILITIES" means, in relation to the Group, the aggregate value of its
       liabilities which are treated as current liabilities in accordance with
       GAAP).

       CERTIFIED COPY means, in relation to a document, a copy of that document
       bearing the endorsement "Certified a true, complete and accurate copy of
       the original, which has not been amended otherwise than by a document, a
       Certified Copy of which is attached hereto", which has been signed and
       dated by a duly authorized officer of the relevant company and which
       complies with that endorsement.

       CHANGE means, in relation to the Bank (or any company of which the Bank
       is a Subsidiary), the introduction, implementation, repeal, withdrawal or
       change in, or in the interpretation or application of, (a) any law,
       regulation, practice or concession, or (b) any directive, requirement,
       request or guidance (whether or not having the force of law but if not
       having the force of law, one which applies generally to a class or
       category of financial institutions of which the Bank (or that company)
       forms part and compliance with which is in accordance with the general
       practice of those financial institutions) of the European Community, any
       central bank including the European Central Bank, the Financial Services
       Authority or any other fiscal, monetary, regulatory or other authority.

       CHARGING GROUP COMPANIES means the Group Companies which have granted, or
       are by the terms of this Agreement to grant, a Guarantee and Debenture;
       and CHARGING GROUP COMPANY shall be construed accordingly.

                                       -3-
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       COMPLETION means the completion of the sale and purchase of Aspen Shares
       pursuant to the Acquisition Agreement.

       COMPLIANCE CERTIFICATE has the meaning given to that term in Clause
       15.1(c).

       DANGEROUS MATERIALS means any element or substance, whether consisting
       of gas, liquid, solid or vapour, identified by any Environmental Law to
       be, to have been, or to be capable of being or becoming, harmful to
       mankind or any living organism or damaging to the Environment.

       DEFAULT means any event specified as such in Clause 16.1.

       DEFAULT NOTICE has the meaning given to that term in Clause 16.2.

       DEPRECIATION has the meaning given to that term by GAAP.

       DISCLOSURE LETTER has the meaning given to that term in the Acquisition
       Agreement.

       DISPOSAL means a sale, transfer or other disposal (including by way of
       lease or loan) by a person of all or part of its assets, whether by one
       transaction or a series of transactions and whether at the same time or
       over a period of time.

       DORMANT SUBSIDIARY means, on any given date, a Group Company (a) which
       has been dormant within the meaning of section 250(3) of the Act for the
       period of 12 months ending on that date and (b) the value of whose assets
       does not exceed in aggregate pounds sterling 5,000.

       DRAWDOWN DATE means the date on which an Advance is made, or is proposed
       to be made.

       DRAWDOWN NOTICE means a notice substantially in the form set out in Part
       I of Schedule 2.

       EMPLOYMENT CONTRACT means the service agreement of even date herewith
       made between J.M. Wotherspoon and Newco.

       ENCUMBRANCE means any mortgage, charge, assignment by way of security,
       pledge, hypothecation, lien, right of set-off retention of title
       provision, trust or flawed asset arrangement (for the purpose of, or
       which has the effect of granting security) or any other security interest
       of any kind whatsoever, or any agreement, whether conditional or
       otherwise, to create any of the same, or any agreement to sell or
       otherwise dispose of any asset on terms whereby such asset is or may be
       leased to or re-acquired or acquired by any Group Company.

       ENVIRONMENT means all or any of the following media: air (including air
       within buildings or other structures and whether above or below ground);
       land (including buildings and any other structures or erections in, on or
       under it and any soil and anything below the surface of land); land
       covered with water; and water (including sea, ground and surface water).

       ENVIRONMENTAL LAW means any statutory or common law, treaty, convention,
       directive or regulation having legal or judicial effect whether of a
       criminal or civil nature, concerning:

       (a)    pollution or contamination of the Environment:

                                       -4-
<PAGE>
       (b)    harm, whether actual or potential, to mankind and human senses,
              living organisms and ecological systems;

       (c)    tile generation, manufacture, processing, distribution, use
              (including abuse), treatment, storage, disposal, transport or
              handling of Dangerous Materials; or

       (d)    the emission, leak, release or discharge into the Environment of
              noise, vibration, dust, fumes, gas, odours, smoke, steam,
              effluvia, heat, light, radiation (of any kind), infection,
              electricity or any Dangerous Material and any matter or thing
              capable of constituting a nuisance or an actionable tort of any
              kind in respect of such matters.

       Euro or E means the single currency of Participating Member States.

       EXISTING FACILITIES means:

       (a)    a credit agreement dated 4 March 1998 made between (1) Aspen (2)
              Paracelsus U.K. Limited (which has subsequently changed its name
              to Aspen Healthcare Limited) and (3) The British Linen Bank
              Limited, as amended and restated by an amendment and restatement
              agreement dated 20 April 1999 and made between (1) Aspen (2) Aspen
              Healthcare Limited and (3) The British Linen Bank Limited; and

       (b)    a credit agreement dated 19 November 1999 made between (1) Aspen
              (2) Aspen Healthcare Limited and (3) the Bank.

       EXPIRY DATE means the earlier to occur of:

       (a)    5 Business Days after 30 September 2003; and

       (b)    the repayment in full of the Loan Notes.

       FACILITIES means the Term Loan and Guarantee Facility, the Capex
       Facility and the Overdraft Facility; and Facility means any one of them.

       FEES LETTER means the letter dated the same date as this Agreement from
       the Bank to Newco relating to certain fees payable to the Bank in
       relation to this Agreement, being described on its face as the "Fees
       Letter".

       FINAL REPAYMENT DATE means the tenth anniversary of the date of this
       Agreement.

       FINANCE LEASE means any lease, hire agreement, credit sale agreement,
       hire purchase agreement, conditional sale agreement or instalment sale,
       and purchase agreement which should be treated in accordance with SSAP 21
       (or any successor to SSAP 21) as a finance lease or in the same way as a
       finance lease.

       FINANCE LEASE EXPENDITURE means the capital value of any asset the
       subject of a Finance Lease to which a Group Company is a party.

       FINANCIAL YEAR, in relation to a company, has the meaning given to that
       expression in section 223 of the Act.

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<PAGE>
       FINANCING DOCUMENTS means this Agreement, the Interest Rate Protection
       Agreements and the Security Documents.

       FIXED FUNDS RATE means, in relation to a Fixed Rate Tranche, the fixed
       rate of interest quoted to Newco by the Bank in accordance with Clause
       7.4.

       FIXED RATE CONFIRMATION NOTICE means a notice in substantially the form
       set out in Schedule 6.

       FIXED RATE PERIOD means, in relation to a Fixed Rate Tranche, the period
       selected by Newco pursuant to clause 7.4 provided always that no Fixed
       Rate Period shall be of less than 3 months' duration or extend beyond the
       Final Repayment Date.

       FIXED RATE TRANCHE means the outstanding amount of the Term Loan in
       respect of which interest is payable by reference to a Fixed Funds Rate
       for the duration of a Fixed Rate Period.

       FRS together with a number means the financial reporting standard issued
       by the Accounting Standards Board for application in England and Wales
       and identified by reference to that number.

       GAAP means, in relation to a company, accounting principles, concepts,
       bases and policies generally accepted in the jurisdiction of its
       incorporation.

       GROUP means Newco, Aspen and each of their respective Subsidiaries, and
       Group Company means any one of them.

       GUARANTEE AND DEBENTURE means a guarantee and debenture in the agreed
       form executed or to be executed in favour of the Bank.

       GUARANTEE DEMAND has the meaning given to it in the Loan Notes Guarantee.

       INDEBTEDNESS means, in relation to a person, its obligation (whether
       present or future, actual or contingent, as principal or surety) for the
       payment or repayment of money (whether in respect of interest, principal
       or otherwise) incurred in respect of:

       (a)    moneys borrowed or raised (and, for the avoidance of doubt,
              excluding any equity share capital);

       (b)    any bond, note, loan stock, debenture or similar instrument;

       (c)    any acceptance credit, bill discounting, note purchase, factoring
              or documentary credit facility;

       (d)    the supply of any goods or services which is more than 90 days
              past the expiry of the period customarily allowed by the relative
              supplier after the due date;

       (e)    any Finance Lease;

       (f)    any guarantee, bond, stand-by letter of credit or other similar
              instrument issued in connection with the performance of contracts;

                                      - 6 -
<PAGE>
       (g)    any interest rate or currency swap agreement or any other hedging
              or derivatives instrument or agreement and the amount of such
              indebtedness in relation to such a transaction shall be calculated
              by reference to the mark to market value of the same at the
              relevant time;

       (h)    any arrangement pursuant to which any asset sold or otherwise
              disposed of by that person is or may be leased to or re-acquired
              by a Group Company (whether following the exercise of an option or
              otherwise); or

       (i)    any guarantee, indemnity or similar insurance against financial
              loss given in respect of the obligation of any person falling
              within any of paragraphs (a) to (h) above.

       INSTALMENT has the meaning given to that term in Clause 8.1.

       INSTALMENT REPAYMENT DATE has the meaning given to that term in Clause
       8.1.

       INTERCREDITOR AGREEMENT means the intercreditor agreement executed on or
       about the date of this Agreement made or to be made between Newco, Aspen,
       the Bank and the holders of the Loan Notes.

       INTEREST DATE means the last day of an Interest Period.

       INTEREST PERIOD means each period determined in accordance with Clause 7
       for the purpose of calculating interest on Advances or overdue amounts.

       INTEREST RATE PROTECTION AGREEMENTS means each agreement entered into or
       to be entered into for the purpose of hedging at least 50 per cent. of
       Newco's interest rate liabilities in relation to all or any part of the
       Term Loan.

       ISSUE DATE means the date on which the Loan Notes Guarantee is issued or
       is proposed to be issued by the Bank.

       LENDING OFFICE means the office set out under the Bank's name in Clause
       21.3, or such other office in the United Kingdom through which the Bank
       maintains the Facilities under this Agreement.

       LIBOR means, in relation to an Advance or overdue amount and in relation
       to a particular Interest Period:

       (a)    the interest rate for Sterling deposits for a period equal to that
              Interest Period which appears on the screen display designated as
              "Page 3750" on the Telerate Service (or such other screen display
              or service as may replace it for the purpose of displaying British
              Bankers' Association LIBOR Rates for Sterling deposits in the
              London interbank market) at or about 11.00 a.m. on the first day
              of that Interest Period; and

       (b)    if no such interest rate appears on the Telerate Service (or such
              replacement), the rate per annum (rounded upwards to 4 decimal
              places) at which the Bank was offering Sterling deposits in an
              amount comparable with that Advance or overdue amount, as the case
              may be, to leading banks in the London interbank market for

                                      - 7 -
<PAGE>
              a period equal to that Interest Period at or about 11.00 a.m. on
              the first day of that Interest Period.

       LISTING means:

       (a)    the admission of all or any of the share capital of Newco to the
              Official List of the Stock Exchange becoming effective; or

       (b)    the granting of an application by Newco for permission to deal in
              all or any of the share capital of Newco on the Alternative
              Investment Market of the Stock Exchange or any other recognised
              investment exchange (as defined in section 207 of the Financial
              Services Act 1986) becoming effective.

       LOAN means, at any time, the aggregate of the Term Loan, the Capex Loan
       and the Overdraft Outstandings.

       LOAN NOTES means the pounds sterling 7,000,000 guaranteed floating rate
       loan notes due 30th September 2003 of Newco.

       LOAN NOTES DOCUMENTS means the Loan Notes and the Loan Notes Instrument.

       LOAN NOTES GUARANTEE means the guarantee issued or to be issued by the
       Bank in favour of certain Vendors in respect of the Loan Notes in the
       agreed form.

       LOAN NOTES GUARANTEED AMOUNT means the maximum original liability of the
       Bank under the Loan Notes Guarantee.

       LOAN NOTES GUARANTEE UTILISATION means a utilisation of the Term Loan and
       Guarantee Facility by way of the issue of the Loan Notes Guarantees under
       Clause 5.8.

       LOAN NOTES GUARANTEE UTILISATION NOTICE means a notice substantially in
       the form set out in Part 11 of Schedule 2.

       LOAN NOTES INSTRUMENT means the loan notes instrument in the agreed form
       pursuant to which the Loan Notes are, or are to be, constituted.

       MANAGEMENT means the board of directors of Newco from time to time.

       MANAGEMENT ACCOUNTS has the meaning given to that term in Clause
       15.1(b).

       MANDATORY COST RATE means the rate determined in accordance with
       Schedule 4.

       MARGIN means:

       (a)    in respect of the Term Loan and the Guarantee Facility, 1.50 per
              cent per annum; and

       (b)    in respect of the Capex Facility, 2.00 per cent per annum.

       MATERIAL ADVERSE EFFECT means any effect, event, circumstance or change
       which is materially adverse to:

                                      - 8 -
<PAGE>
       (a)    the ability of any Group Company to comply its payment obligations
              under any Financing Document.

       (b)    the ability of Newco to satisfy the financial undertakings in
              Clause 15.4.1 or

       (c)    the assets of the Group taken as a whole.

       MRI SCANNER means a Magnetic Resonance Imager.

       NET LOAN NOTES GUARANTEED AMOUNT means, at any time, the Loan Notes
       Guaranteed Amount less the aggregate principal amount of all Loan Notes
       redeemed or released.

       NEWCO INDEMNITY means the indemnity given by Newco to the Bank under
       Clause 5.8.

       OPERATING BUDGET means, in relation to the Group and the period starting
       not later than the date of this Agreement and ending on 31 December 2000,
       the financial information required by and as set out in Clause 2(b) of
       Schedule 1 to this Agreement and in relation to each successive 12 month
       period after 31 December 2000 during the Security Period:

       (a)    a projected balance sheet;

       (b)    a projected profit and loss account;

       (c)    a projected cash flow statement; and

       (d)    projected covenant calculations relating to each financial
              undertaking contained in Clause 15.4.

       relative to each such period and on a month by month basis and with
       Management's commentary drawing on the previous period's performance and
       forecast market conditions.

       OPTIONHOLDERS AGREEMENT means the agreement dated on or before the date
       of this Agreement relating to the surrender of certain options and made
       between the Optionholders (as defined therein) and Aspen.

       OVERDRAFT FACILITY means the overdraft facility referred to in Clause
       2.1 (c) under which overdrafts may be made available to Newco.

       OVERDRAFT LIMIT means, subject to Clause 6.2.2. pounds sterling
       l,000,000.

       OVERDRAFT OUTSTANDINGS means the aggregate of all amounts outstanding by
       way of overdraft under the Overdraft Facility.

       PARKSIDE means the freehold property known as 49 Parkside, Wimbledon, as
       the same is registered at H M Land Registry under title number SGL
       345299.

       PARTICIPATING MEMBER STATE means a member state of the European Union
       which has adopted or adopts the single currency in accordance with the
       Treaty establishing the European Community (as that Treaty is amended
       from time to time).

       PARTY means a party to this Agreement.

                                      - 9-
<PAGE>
       PBIDT means, in relation to any period, the consolidated profit of the
       Group for that period (including, for the avoidance of doubt, Exceptional
       Items) before Taxation and Total Debt Costs, but excluding:

       (a)    profit attributable to minority interests;

       (b)    Extraordinary Items;

       (c)    any profit or loss arising on the disposal of fixed assets;

       (d)    any amount amortised or charged in respect of Acquisition Costs;

       (e)    amounts written off the value of investments;

       (f)    amounts written off the value attributed to Acquisition Goodwill;

       (g)    income from participating interests in associated undertakings and
              income from any other fixed asset investment;

       (h)    realised and unrealised exchange gains and losses; and

       (i)    Depreciation charged to the Group's profit and loss account in
              respect of such period.

       PERMITTED ENCUMBRANCE means:

       (a)    any Encumbrance created under the Financing Documents:

       (b)    any right of set-off or lien, in each case arising by operation of
              law or in the ordinary course under any banking arrangements;

       (c)    any retention of title to goods supplied to a Group Company in the
              ordinary course of its trading activities; and

       (d)    any Encumbrance existing at the date of this Agreement disclosed
              in writing to the Bank before the date of this Agreement.

       PERMITTED INDEBTEDNESS means:

       (a)    Indebtedness under any Financing Document;

       (b)    Indebtedness under the Loan Notes Documents;

       (c)    Indebtedness existing at the date of this Agreement between Group
              Companies;

       (d)    Indebtedness under any Finance Lease permitted under Clause
              15.4.1(d);

       (e)    Indebtedness of any Charging Group Company to another Charging
              Group Company;

       (f)    Indebtedness of a Group Company permitted under Clause 15.3(f);

                                     - 10 -
<PAGE>
       (g)    Indebtedness of Newco to USPI existing at the date of this
              Agreement to a maximum aggregate amount of pounds sterling
              22,000,000 or such other amount as the Bank may agree, and

       (h)    Indebtedness set out in paragraph (d) of the definition thereof
              which is being disputed reasonably and in good faith Newco.

       POTENTIAL DEFAULT means an event or omission which, with the giving of
       any notice, the lapse of time, the determination of materiality or the
       satisfaction of any other condition, in each case, under Clause 16.1,
       would be a Default.

       PROPERTIES means all freehold and leasehold properties listed in
       Schedule 5; and Property means any one of them.

       QUALIFYING BANK means an institution which is a bank within the meaning
       of section 840A of the Income and Corporation Taxes Act 1988.

       QUARTER DATE means each 31st March, 30th June, 30th September, 31st
       December.

       RESERVATIONS means the principle that equitable remedies are remedies
       which may be granted or refused at the discretion of the court, the
       limitation of enforcement by laws relating to bankruptcy, insolvency,
       liquidation, reorganisation, court schemes, moratoria, administration and
       other laws generally affecting the rights of creditors, the time barring
       of claims under the Limitation Act 1980, the possibility that an
       undertaking to assume liability for or to indemnify against non-payment
       of United Kingdom stamp duty may be void, defences of set-off or
       counterclaim and similar principles.

       RETAINED PROFITS means, in relation to any period, the consolidated net
       after-tax earnings of the Group for that period after deducting (if not
       already deducted in the computation of such net earnings) amounts
       attributable to minorities and extraordinary items.

       SALE means completion of the sale and transfer to any person or group of
       persons acting in concert (as defined in the City Code on Takeovers and
       Mergers) which results in such person or persons together acquiring
       control of 51 per cent or more of the voting rights attaching to the
       equity share capital of Newco.

       Security Documents means:

       (a)    Any Guarantee and Debenture executed by a Group Company;

       (b)    The Intercreditor Agreement;

       (c)    The USPI Guarantee; and

       (d)    any guarantee and any document creating security executed and
              delivered after the date of this Agreement as security for any of
              the obligations and liabilities of Newco and the other Group
              Companies under any Financing Document.

       SECURITY PERIOD means the period starting on the date of this Agreement
       and ending on the date on which all of the obligations and liabilities of
       the Group Companies under each Financing Document are discharged in full
       and the Bank has no continuing obligation in relation to the Facilities.

                                      -11-
<PAGE>
       SSAP together with a number means the statement of standard accounting
       practice issued by the Institute of Chartered Accountants for application
       in England and Wales and identified by reference to that number.

       STERLING and POUNDS STERLING mean the lawful currency for the time being
       of the United Kingdom.

       SUBSIDIARY means a subsidiary within the meaning of section 736 of the
       Act.

       TAXES means all present and future taxes, charges, imposts, duties,
       levies, deductions, withholdings or fees in the nature of taxes of any
       kind whatsoever, or any amount payable on account of or as security for
       any of the foregoing, by whomsoever on whomsoever and wherever imposed,
       levied, collected, withheld or assessed, together with any penalties,
       additions, fines, surcharges or interest relating thereto save to the
       extent that such penalties, fines, surcharges or interest arise from a
       delay or default on the part of the Bank or any subsidiary of the Bank in
       paying taxes to the relevant taxing authority; and TAX and TAXATION shall
       be construed accordingly.

       TERM ADVANCE means the advance made or to be made to Newco under the Term
       Loan and Guarantee Facility or, as the case may be, the outstanding
       principal amount of that advance, and each advance into which a Term
       Advance is split after a Drawdown Date pursuant to Clause 7.2.4.

       TERM LOAN means, at any time, the aggregate of all Term Advances
       outstanding at that time.

       TERM LOAN COMMITMENT PERIOD means the period from, and including, the
       date of this Agreement to and including the Expiry Date.

       TERM LOAN AND GUARANTEE FACILITY means the term loan and guarantee
       facility referred to in Clause 2.1(a).

       TERM LOAN AND GUARANTEE FACILITY LIMIT means, subject to Clause 8. pounds
       sterling 34,000,000.

       TERM LOAN UTILISED AMOUNT means, at any time, an amount equal to the
       aggregate at that time of (a) the Term Loan and (b) the Net Loan Notes
       Guaranteed Amount.

       TERMINATION AGREEMENT means the termination agreement dated on or before
       the date of this Agreement relating to the termination of an investment
       agreement and made between (1) The Efpep Funds and others (2) John
       McMurdo Wotherspoon (3) Michael H.A. Broke and (4) Aspen.

       TOTAL DEBT COSTS means, in relation to any period, all interest,
       commissions, periodic fees and other periodic financing charges relating
       to Indebtedness payable on a consolidated basis by the Group Companies
       during that period (including the interest element payable under any
       Finance Lease) less any interest receivable in respect of cash balances,
       less any sums receivable or plus any sums payable by Newco under any
       interest rate protection agreement of whatever description during that
       period, and for the avoidance of doubt excluding (i) any fees and
       commission paid in relation to the acquisition of Aspen Shares, (ii) any,
       interest payable on the Loan Notes and (iii) any amounts amortised on
       finance costs and issue costs arising from the acquisition of Aspen
       Shares.

                                     - 12 -
<PAGE>
       TOTAL FUNDING COSTS means, in relation to any period, the aggregate of:

       (a)    Total Debt Costs for that period;

       (b)    all scheduled repayments of the Term Loan and reductions to the
              Capex Facility falling due during that period;

       (c)    any dividends declared payable in respect of that period;

       (d)    all interest payable on the Loan Notes in respect of that period;
              and

       (e)    the capital element of all rentals or, as the case may be, other
              payments payable in that period under any Finance Lease entered
              into by any Group Company.

       TRANSACTION DOCUMENTS means, in relation to a Group Company, each of the
       following documents to which it is a party; the Financing Documents, the
       Acquisition Documents and the Loan Notes Documents.

       USPI means United Surgical Partners International, Inc., a corporation
       incorporated under the laws of the State of Delaware having its principal
       office at 17103 Preston Road, Suite 200 North, Dallas, Texas 75248 U.S.A.

       USPI GUARANTEE means the guarantee in the agreed form executed or to be
       executed by USPI in favour of the Bank.

       VAT means value added tax as provided for in the Value Added Tax Act 1994
       and legislation (or purported legislation and whether delegated or
       otherwise) supplemental to that Act or in any primary or secondary
       legislation promulgated by the European Community or any official body
       or agency of the European Community, and any tax similar or equivalent to
       value added tax imposed by any country other than the United Kingdom and
       any similar or turnover Tax replacing or introduced in addition to any of
       the same.

       WARRANTY DEED means the deed of warranty dated on or before the date of
       this Agreement and made between Newco and John McMurdo Wotherspoon.

1.2    HEADINGS

       The headings in this Agreement are for convenience only and shall be
       ignored in construing this Agreement.

1.3    INTERPRETATION

       In this Agreement (unless otherwise provided):

       (a)    words importing the singular shall include the plural and vice
              versa;

       (b)    references to Clauses and Schedules are to be construed as
              references to the clauses of, and schedules to, this Agreement;

                                      -13-
<PAGE>
       (c)    references to any Financing Document or any other document shall
              be construed as references to that Financing Document or that
              other document, as amended, varied, novated or supplemented, as
              the case may be;

       (d)    references to any statute or statutory provision include any
              statute or statutory provision which amends, extends, consolidates
              or replaces the same, or which has been amended, extended,
              consolidated or replaced by the same, and shall include any
              orders, regulations, instruments or other subordinate legislation
              made under the relevant statute;

       (e)    references to a document being IN THE AGREED FORM means that
              document the form and content of which has been approved by the
              Bank and which has endorsed on it the words "in the agreed form"
              and which is initialed by or on behalf of the Bank and Newco;

       (f)    references to ASSETS shall include revenues and property and the
              right to revenues and property and rights of every kind, present,
              future and contingent and whether tangible or intangible
              (including uncalled share capital);

       (g)    the words INCLUDING and IN PARTICULAR shall be construed as being
              by way of illustration or emphasis only and shall not be construed
              as, nor shall they take effect as, limiting the generality of any
              preceding words;

       (h)    the words OTHER and OTHERWISE shall not be construed ejusdem
              generis with any foregoing words where a wider construction is
              possible;

       (i)    references to a PERSON shall be construed so as to include that
              person's assigns, transferees or successors in title and shall be
              construed as including references to an individual, firm,
              partnership, joint venture, company, corporation, body corporate,
              unincorporated body of persons or any state or any agency of a
              state;

       (j)    Where there is a reference in this Agreement to any amount, limit
              or threshold specified in Sterling, in ascertaining whether or not
              that amount, limit or threshold has been attained, broken or
              achieved, as the case may be, a non-Sterling amount shall be
              counted on the basis of the equivalent in Sterling of that amount
              using the Bank's relevant spot rate of exchange:

       (k)    accounting terms shall be construed so as to be consistent with
              GAAP; and

       (1)    References to time are to London time.



2.     FACILITIES

2.1    Subject to the Terms of This Agreement:

       (a)    The Bank agrees to make available to Newco a Sterling term loan
              and guarantee facility in the maximum principal amount of pounds
              sterling 34,000,000;

       (b)    The Bank agrees to make available to Newco a Sterling revolving
              capital expenditure facility in the maximum principal amount of
              pounds sterling 7,000,000; and

                                     - 14 -
<PAGE>
       (c)    The Bank agrees to make available to Newco an overdraft facility
              in the maximum amount of pounds sterling 11,000,000.

2.2    Notwithstanding Any Other Term of This Agreement:

       (a)    the Term Loan Utilised Amount shall not, at any time, exceed the
              Term Loan and Guarantee Facility Limit;

       (b)    the Capex Loan shall not, at any time, exceed the Capex Facility
              Limit; and

       (c)    the Overdraft Outstanding shall not, at any time, exceed the
              Overdraft Limit.

3.     PURPOSE

3.1    PURPOSE OF THE TERM LOAN AND GUARANTEE FACILITY

3.1.1  Subject to the other terms of this Agreement, the Term Loan and Guarantee
       Facility is available for utilisation by way of Term Advances and Loan
       Notes Guarantee Utilisations.

3.1.2  The proceeds of Term Advances shall only be used:

       (a)    to pay the consideration payable to the Vendors by Newco for the
              Aspen Shares purchased by it pursuant to the Acquisition
              Agreement;

       (b)    to pay the Acquisition Costs;

       (c)    to repay the existing indebtedness outstanding under the Existing
              Facilities; and

       (d)    for paying amounts due in respect of the Loan Notes in accordance
              with Clause 5.1.3.

3.2    PURPOSE OF THE CAPEX FACILITY

       The proceeds of Capex Advances shall only be used:

       (a)    to finance the Capital Expenditure requirements of Newco including
              those in respect of:

              (i)    The construction and development of a cancer center at
                     Paradise; and

              (ii)   the purchase of an MRI Scanner and

       (b)    to repay maturing Capex Advances.

3.3    PURPOSE OF THE OVERDRAFT FACILITY

       The Overdraft Facility shall only be used for the general corporate
       purposes of the Group (but not to make prepayments of the Term Loan).

                                     - 15 -
<PAGE>
3.4    UNDERTAKING BY NEWCO

       Newco undertakes that it will only utilise the Facilities as permitted by
       this Clause 3.

3.5    NO LIABILITY

       The Bank shall not be concerned as to the use or application of the
       proceeds of the Facilities.

4.     CONDITIONS PRECEDENT

4.1    CONDITIONS PRECEDENT

       Notwithstanding any other term of this Agreement, the Bank shall not be
       under any obligation to make the Facilities available to Newco unless the
       Bank has notified Newco that all the conditions set out in Schedule 1
       have been satisfied on or prior to 7th April 2000.

4.2    CONFIRMATION OF SATISFACTION

       The Bank shall, at the request of Newco, certify whether or not any one
       or more of the conditions set out in Schedule 1 have been satisfied or,
       as the case may be, waived.

5.     DRAWDOWN

5.1    UTILISATION OF TERM LOAN AND GUARANTEE FACILITY

5.1.1  Subject to the other terms of this Agreement, the Term Loan and Guarantee
       Facility shall be utilised by the drawdown of Term Advances and/or the
       issue of the Loan Notes Guarantee at any time during the Term Loan
       Commitment Period when requested by Newco by means of a Drawdown Notice
       in accordance with Clause 5.4 and/or a Loan Notes Guarantee Utilisation
       Notice in accordance with Clause 5.7. At close of business on the last
       day of the Term Loan Commitment Period any part of the Term Loan and
       Guarantee Facility not drawn down will be cancelled and the Term Loan and
       Guarantee Facility Limit shall be reduced accordingly.

5.1.2  The following limitations apply to Term Advances:

       (a)    the first Drawdown Date of a Term Advance shall be no later than
              14 April 2000;

       (b)    the first Term Advance shall be the sum of pounds sterling
              34,000,000;

       (c)    no Term Advance shall be made if the making of that Term Advance
              would result in the Term Loan Utilised Amount exceeding the Term
              Loan and Guarantee Facility Limit;

       (d)    no Term Advance will be made to pay amounts of principal due under
              the Loan Notes unless simultaneously with the making of that Term
              Advance the obligations of the Bank to the holder of the relevant
              Loan Notes are reduced by at least the same amount.

                                      -16-
<PAGE>
5.1.3  If the Bank makes a demand under the Newco Indemnity under Clause 5.8 in
       respect of the Loan Notes Guarantee. Newco shall automatically be deemed
       to have issued a Drawdown Notice for a Term Advance for an amount equal
       to the amount so claimed by the Bank. The provisions of this Agreement
       shall apply as if such Drawdown Notice had been duly served by Newco.

5.1.4  A Term Advance may be made under Clause 5.1.3 notwithstanding the
       occurrence and continuation of a Default or a Potential Default or any of
       the representations and warranties to be repeated on the relevant
       Drawdown Date not being correct.

5.2    UTILISATION OF THE CAPEX FACILITY

       Subject to the other terns of this Agreement, Capex Advances shall be
       made to Newco at any time during the Capex Commitment Period when
       requested by Newco by means of a Drawdown Notice in accordance with
       Clause 5.5.

5.3    DRAWDOWN OF CAPEX FACILITY

5.3.1  The following limitations apply to Capex Advances;

       (a)    the Drawdown Date of a Capex Advance shall be a Business Day
              during the Capex Commitment Period:

       (b)    the principal amount of a Capex Advance shall be a minimum amount
              of pounds sterling 100,000 and in an integral multiple of pounds
              sterling 50,000;

       (c)    no Capex Advance shall be made if the making of that Capex
              Advance would result in the aggregate of all Capex Advances
              exceeding the Capex Facility Limit;

       (d)    no more than 15 Capex Advances may be outstanding at any one time;
              and

       (e)    no Capex Advance shall be made unless the Bank shall have received
              from Newco evidence in form and substance satisfactory to the
              Bank that the requested Capex Advance is to be used in accordance
              with Clause 3.2.

5.3.2  At close of business on the last day of the Capex Commitment Period the
       Capex Facility shall cease to be available for utilisation.

5.4    CONDITIONS TO EACH ADVANCE

       The obligation of the Bank to make available an Advance is subject to
       the conditions that on the date on which the relevant Drawdown Notice is
       given and on the relevant Drawdown Date:

       (a)    the representations and warranties in Clause 14 to be repeated on
              those dates are correct and will be correct immediately after the
              Advance is made; and

       (b)    no Default or Potential Default has occurred and is continuing or
              would occur on the making of the Advance.

                                      -17-
<PAGE>
5.5    DRAWDOWN NOTICE

5.5.1  Whenever Newco wishes to draw down an Advance. it shall give a duly
       completed Drawdown Notice to tile Bank to be received not later than
       11.00 a.m. on the first Business Day before such Drawdown Date.

5.5.2  A Drawdown Notice shall be irrevocable and Newco shall be obliged to
       borrow iii accordance with its terms.

5.6    Limitations on the Loan Notes Guarantee

       The following limitations apply to the Loan Notes Guarantee:

       (a)    the Issue Date shall be a Business Day falling not later than 7
              April 2000:

       (b)    it shall be issued by the Bank in tile agreed form:

       (c)    without prejudice to paragraph (b) above, the Loan Notes Guarantee
              shall. unless the Bank otherwise agrees:

              (i)    be denominated in Sterling: and

              (ii)   state on its face the maximum amount payable under it, not
                     exceeding pounds sterling 7,000,000 and its expire date:

       (d)    the Loan Notes Guarantee shall not be issued if the issuing of it
              would cause the Term Loan Utilised Amount to exceed the Term Loan
              and Guarantee Facility Limit; and

       (e)    no Loan Note Guarantees shall be issued under which a claim could
              be made at any time after the Expiry Date.

5.7    CONDITIONS TO THE LOAN NOTES GUARANTEE

       No Loan Notes Guarantee Utilisation Notice may be served and the Bank
       shall not be under any obligation to issue the Loan Notes Guarantee:

       (a)    if a Default or Potential Default has occurred and is continuing
              or would occur on the issuing of the Loan Notes Guarantee; or

       (b)    unless the representations and warranties deemed to be repeated
              pursuant to Clause 14.2 are, or will be, true and accurate on the
              date on which the relative Loan Notes Guarantee Utilisation Notice
              is served.

5.8    LOAN NOTES GUARANTEE UTILISATION NOTICE

5.8.1  If Newco wishes the Loan Notes Guarantee to be issued, it shall give a
       duly completed Loan Notes Guarantee Utilisation Notice to the Bank to be
       received not later than 11.00 a.m. on the first Business Days prior to
       the Issue Date (or such shorter period as the Bank may allow).

                                      -18-
<PAGE>
5.8.2  Subject always to the other terms of this Agreement, a Loan Notes
       Guarantee Utilisation Notice shall be a irrevocable.

5.9    COUNTER INDEMNITY FROM NEWCO

5.9.1  Newco shall:

       (a)    indemnify and keep indemnified the Bank from and against all
              actions, suits, proceedings, claims, demands, liabilities,
              damages, costs, expenses, losses and charges in relation to or
              arising out of the Loan Notes Guarantee; and

       (b)    pay to the Bank on demand the amount of all payments made (whether
              directly or by way of set-off. counterclaim or otherwise) and all
              losses, costs and expenses suffered or incurred by the Bank under
              or by reason of the Loan Notes Guarantee.

5.9.2  The Bank is irrevocably authorised by Newco to comply with the terms of
       any demand served or purporting to be served on the Bank under the Loan
       Notes Guarantee without any reference to, or further authority from,
       Newco and without any enquiry into the justification for that demand or
       its validity. Any payment which the Bank shall make in accordance or
       purporting to be in accordance with such a demand shall be binding on
       Newco and be accepted by Newco as conclusive and binding evidence that
       the Bank was liable to comply with the terms of such demand and was
       liable to do so in the manner and for the amount in which the Bank
       effected such compliance.

5.9.3  The liability of Newco under this Clause 5.9 shall not be discharged,
       lessened or impaired by any time being given or by any thing being done
       or other circumstance whatsoever which, but for this provision, would
       or might operate to exonerate or discharge Newco.

5.9.4  The Newco Indemnity shall constitute and be a continuing security to the
       Bank: and shall extend to the Loan Notes Guarantee as it may be varied,
       modified, amended or extended.

5.10   INTEREST ON PAYMENTS

       Newco shall pay to the Bank interest on the amount of each payment, loss,
       cost and expense made, suffered or incurred by the Bank under or by
       reason of the Loan Notes Guarantee from and including the date upon which
       such payment, loss, cost or expense is made, suffered or incurred up to
       and including the date upon which payment or reimbursement of such amount
       is demanded from Newco. The amount of such interest shall be calculated
       in accordance with Clause 9.3.

5.11   Subject to the terns of this Agreement, the Bank acting through its
       Lending Office shall make an Advance available to Newco on the relevant
       Drawdown Date.

6      THE OVERDRAFT FACILITY

6.1    NATURE OF FACILITY

6.1.1  Subject to the terms of this Agreement, the Overdraft Facility shall be
       available for utilisation by Newco, provided that yhe Overdraft Facility
       may be terminated and cancelled.

                                     - 19 -
<PAGE>
       (in whole or in part) by the Bank at any time and the Overdraft Limit
       shall be reduced by the amount so cancelled.

6.1.2  The Overdraft Facility shall be made available by the Bank in a maximum
       amount equal to the Overdraft Limit.

6.1.3  The Overdraft Facility shall cease to be available on the Final Repayment
       Date or such earlier date on which it is cancelled in accordance with the
       terms of this Agreement.

6.1.4  Newco shall complete such mandate and other like documents in respect of
       the Overdraft Facility as the Bank may reasonably require.

6.1.5  Notwithstanding the terms of this Agreement, the Bank: may review the
       Overdraft Facility and the Overdraft Limit on an annual basis.

6.2    UTILISATION

6.2.1  Subject to the terms of this Agreement, the Bank agrees to make the
       Overdraft Facility available on a revolving basis to Newco to be utilised
       on any, Business Day by way of overdraft on usual banking terms including
       a term that amounts outstanding by way of overdraft are repayable on
       demand.

6.2.2  Subject to Clause 6.2.4. no utilisation of the Overdraft Facility under
       Clause 6.2.1 shall be made if it would result in the Overdraft
       Outstandings exceeding the Overdraft Limit.

6.2.3  For the avoidance of doubt, the Bank may, without liability, return
       cheques unpaid if the payment of those cheques would result in a breach
       of Clause 6.2.2.

6.2.4  The Overdraft Limit may only be increased with the prior consent of the
       Bank.

7.     INTEREST

7.1    INTEREST RATES

       Interest shall accrue on each Advance from and including the relevant
       Drawdown Date to but excluding the date the Advance is repaid at the rate
       determined by the Bank to be the aggregate of:

       (a)    the Margin;

       (b)    LIBOR (or, in the case of a Fixed Funds Tranche, the Fixed Funds
              Rate); and

       (c)    the Mandatory Cost Rate.

7.2    INTEREST PERIODS

7.2.1  Interest payable on each Advance shall be calculated by reference to
       Interest Periods of 3, 6 or 12 months duration (or such other Interest
       Period as the Bank may allow) as selected by Newco in accordance with
       this Clause 7.2.

                                     - 20 -
<PAGE>
7.2.2  Newco shall select an Interest Period for a Capex Advance in the relevant
       Drawdown Notice save in the case of a Capex Advance outstanding after the
       expiry of the Capex Commitment Period where Newco shall select an
       Interest Period in the case of any Interest Period subsequent to the
       Capex Commitment Period by notice received by the Bank no later than 1
       Business Day before the commencement of that Interest Period. Newco may
       select an Interest Period for a Term Advance in either the Drawdown
       Notice (in the case of the first Interest Period for that Advance) or (in
       the case of any subsequent Interest Period for that Advance) by notice
       received by the Bank no later than 1 Business Day before the commencement
       of that Interest Period.

7.2.3  In respect of Term Advances and, after the last day of the Capex
       Commitment Period, Capex Advances, interest shall be calculated by
       reference to successive Interest Periods. The first Interest Period for a
       Term Advance shall begin on the Drawdown Date relating to that Term
       Advance. Each succeeding Interest Period for that Term Advance shall
       begin on the Interest Date of the previous Interest Period.

7.2.4  Newco may, by notice to the Bank at least 2 Business Days before an
       Interest Date relating to a Term Advance, elect that that Term Advance be
       split into two or more Term Advances of at least pounds sterling
       2,000,000 each (and being multiples of pounds sterling 1,000,000) or such
       lesser amount equal to the amount of the Instalment falling due on the
       next Instalment Repayment Date. Any such notice shall specify the
       Interest Periods applicable to those Term Advances and shall take effect
       in accordance with its terms from that Interest Date provided that there
       shall not be more than 3 Term Advances outstanding at any one time.

7.2.5  Subject to the other terms of this Agreement, if the Interest Periods for
       two or more Term Advances end on the same day those Term Advances shall
       be deemed to be a single Term Advance from that day.

7.2.6  If Newco fails to select an Interest Period for an Advance in accordance
       with Clause 7.2.2, that Interest Period shall, subject to the other
       provisions of this Clause 7, be 3 months.

7.2.7  If an Interest Period would otherwise end on a day which is not a
       Business Day, that Interest Period shall instead end on the next Business
       Day in the same calendar month (if there is one) or the preceding
       Business Day (if there is not).

7.2.8  If an Interest Period begins on the last Business Day in a calendar month
       or on a Business Day for which there is no numerically corresponding day
       in the calendar month in which that Interest Period is to end, it shall
       end on the last Business Day in that later calendar month.

7.2.9  In respect of Term Advances, Newco shall select such Interest Periods to
       ensure that, on each Instalment Repayment Date, there are Term Advances
       with an Interest Period ending on that Instalment Repayment Date which
       are, in aggregate, at least equal to the Instalment due on that
       Instalment Repayment Date.

7.2.10 If an Interest Period for an Advance would otherwise extend beyond the
       Final Repayment Date for the Facility under which such Advance is made
       it shall be shortened so that it ends on the Final Repayment Date
       relating to that Facility.

7.3    DEFAULT INTEREST

7.3.1  If Newco fails to pay any amount payable under any Financing Document on
       the due date, it shall (unless otherwise provided in such Financing
       Document) pay default interest on the overdue amount from the due date to
       the date of actual payment calculated by reference to

                                     - 21 -
<PAGE>
       successive Interest Periods (each of such duration as the Bank may
       reasonably select and the first beginning on the relevant due date) at
       the rate per annum being the aggregate of (a) 1 per cent. per annum, (b)
       the Margin, (c) LIBOR and (d) the Mandatory Cost Rate.

7.3.2  So long as the overdue amount remains unpaid, the default interest rate
       shall be recalculated in accordance with the provisions of this Clause
       7.3 on the last day of each such Interest Period and any unpaid interest
       shall be compounded at the end of each Interest Period.

7.4    FIXED RATE OPTION

7.4.1  Newco may, on at least two Business Days, notice prior to any Interest
       Date, request the Bank in writing to quote a Fixed Funds Rate in respect
       of a Term Advance or Term Advances to which such Interest Date relates
       for a Fixed Rate Period commencing on the expiry of the relevant Interest
       Period. Any such request shall state the amount and the duration of the
       proposed Fixed Rate Period. The Bank shall have no obligation to quote
       any such Fixed Funds Rate, but if it does so it shall contemporaneously
       specify the method of and latest time for acceptance of such quote.

7.4.2  If Newco accepts a quote made by the Bank under Clause 7.4.1 by the
       required method and prior to the latest time for acceptance, the Bank
       shall as soon as reasonably practicable issue a Fixed Rate Confirmation
       Notice and the proposed conversion shall occur as agreed.

7.4.3  At all times during the relevant Fixed Rate Period, interest shall accrue
       on the Fixed Rate Tranche at the Fixed Funds Rate and the Mandatory Costs
       agreed in respect of that Fixed Rate Tranche under this Clause 7.4 and
       shall be payable 3 monthly in arrears.

7.4.4  The Term Advance or Term Advances to which the Fixed Funds Rate applied
       shall, upon expiry of the Fixed Rate Period applicable to it, immediately
       accrue interest in accordance with Clause 7.2.

7.4.5  (a)    Newco expressly acknowledges that the Bank may enter into or may
              have entered into one or more other arrangements in connection
              with or by reference to this Agreement on the assumption that its
              source of funds for payments to be made by it under such other
              arrangements will be, in whole or in part, payments to be received
              by it pursuant to this Agreement in respect of each Fixed Rate
              Tranche during the relevant Fixed Rate Period.

       (b)    Accordingly, Newco agrees that in the event of:

              (i)    any default in payment by Newco of any sum under this
                     Agreement when due in connection with a Fixed Rate Tranche
                     during the applicable Fixed Rate Period; or

              (ii)   the occurrence of any Event of Default and acceleration of
                     repayment of the Fixed Rate Tranche under Clause 16; or

              (iii)  any repayment, prepayment or recovery in whole or in part
                     of a Fixed Rate Tranche prior to the last day of the
                     applicable Fixed Rate Period,

              it shall on demand indemnify the Bank without prejudice to any of
              its other rights under the Security Documents against any cost,
              loss (including without limitation loss of Margin) expense or
              liability which the Bank has sustained or incurred.

                                     - 22 -
<PAGE>
7.5    GUARANTEE COMMISSION

       Commission in respect of the Net Loan Notes Guaranteed Amount shall:

       (a)    accrue from day to day on an amount equal to the Net Loan Note
              Guaranteed Amount at a rate of 1.00 per cent per annum;

       (b)    be calculated on the basis of actual days elapsed and a 365 day
              year; and

       (c)    be paid by Newco to the Bank in arrear on each Quarter Date.

7.6    INTEREST, COMMISSION AND FEES UNDER THE OVERDRAFT FACILITY

7.6.1  Interest on all amounts outstanding by way of overdraft under the
       Overdraft Facility shall accrue at the rate of 1.50 per cent per annum
       over the published base rate of the Bank from time to time.

7.6.2  Interest under Clause 7.6.1 on amounts outstanding by way of overdraft
       shall be paid by Newco to the Bank on the Bank's usual quarterly charging
       days.

7.6.3  The Bank may debit all interest, fees and commissions payable by Newco
       under this Clause 7.6 to any account held by Newco with the Bank.

7.7    CALCULATION AND PAYMENT OF INTEREST

7.7.1  At the beginning of each Interest Period (other than in relation to a
       Fixed Rate Tranche), the Bank shall notify Newco of the rate and amount
       of interest payable for the Interest Period (but in the case of any
       default interest calculated under Clause 7.3, any such notification need
       not be made more frequently than weekly). Each notification shall set out
       in reasonable detail the basis of computation of the amount of interest
       payable.

7.7.2. Interest due from Newco under this Agreement shall:

       (a)    accrue from day to day at the rate calculated under this Clause 7;

       (b)    except as otherwise provided in this Agreement be paid by Newco
              to the Bank in arrear on the last day of each Interest Period,
              provided that: (i) for any Interest Period which is for longer
              than 3 months, Newco shall pay interest 3 monthly in arrear
              during that Interest Period; and (ii) the first Interest Period in
              relation to a Term Advance drawdown pursuant to Clause 5.1.3 shall
              be shortened so that it shall expire on the Interest Date which
              most immediately succeeds that drawdown unless the Bank otherwise
              agrees;

       (c)    be calculated on the basis of the actual number of days elapsed
              and a 365 day year; and

       (d)    be payable both before and after judgement.

                                     - 23 -
<PAGE>
7.8    BANK'S DETERMINATION

       The determination by the Bank of any interest payable under this Clause 7
       shall be conclusive and binding on Newco except for any manifest error.

8.     REPAYMENT OF THE TERM LOAN AND THE CAPEX LOAN

8.1    REDUCTION OF THE TERM LOAN UTILISED AMOUNT

       Newco shall reduce the aggregate of the Term Loan Utilised Amount and the
       Capex Loan by payment to the Bank on each date set out in Column 1 below
       (each date being an INSTALMENT REPAYMENT DATE) of the amount (each an
       INSTALMENT) set out in Column 2 below opposite the relevant Instalment
       Repayment Date (so that the aggregate Term Loan Utilised Amount and the
       Capex Loan is reduced to zero on or before the Final Repayment Date):

       COLUMN I                               COLUMN 2
       Instalment Repayment Date             Instalment (pounds sterling)

       30th September 2000                     500,000
       31st March 2001                         500,000
       30th September 2001                     500,000
       31st March 2002                         500,000
       30th September 2002                     750,000
       31st March 2003                         750,000
       30th September 2003                     750,000
       31st March 2004                         750,000
       30th September 2004                     750,000
       31st March 2005                         750,000
       30th September 2005                   1,500,000
       31st March 2006                       1,500,000
       30th September 2006                   1,500,000
       31st March 2007                       1,500,000
       30th September 2007                   2,200,000
       31st March 2008                       2,200,000
       30th September 2008                   2,200,000
       31st March 2009                       2,200,000
       30th September 2009                   2,200,000
       Final Repayment Date                 17,500,000

8.1.2  Reductions of the Term Loan Utilised Amount under Clause 8.1 shall be
       made:

       (a)    first, in repayment of any Term Advances; and

       (b)    second in repayment of any Capex Advances.

8.2    REPAYMENT OF THE CAPEX ADVANCES

8.2.1  Subject to Clauses 8.1 and 8.2.3. each Capex Advance shall be repaid in
       full on the Interest Date of the Interest Period relating to that Capex
       Advance.

                                     - 24 -
<PAGE>
8.2.2  Subject to the terms of this Agreement, any amounts repaid under Clause
       8.2.1 may be re-borrowed.

8.2.3  If all or part of an existing Capex Advance made to Newco is to be repaid
       from the proceeds of all or part of a new Capex Advance then, as between
       the Bank and Newco, the amount to be repaid by Newco shall be set off
       against the amount to be advanced by the Bank in relation to the new
       Capex Advance and the party to whom the smaller amount is to be paid
       shall pay to the other party a sum equal to the difference between the
       two amounts.

9.     PREPAYMENT

9.1    MANDATORY PREPAYMENT ON SALE OR LISTING

9.1.1  Notwithstanding Clause 8, if so required by the Bank, on any date on
       which a Sale or a Listing occurs (a PREPAYMENT DATE):

       (a)    the Term Loan shall be repaid in full;

       (b)    all Capex Advances shall be repaid in full;

       (c)    all Overdraft Outstandings shall be repaid in full; and

       (d)    the Bank's obligations under this Agreement shall be terminated
              and the Term Loan and Guarantee Facility Limit, the Capex
              Facility Limit and the Overdraft Limit shall each be reduced to
              zero.

9.1.2  On a Prepayment Date, Newco shall in respect of the Loan Notes Guarantee:

       (a)    use its reasonable endeavours to procure the release of the Bank
              from the Loan Notes Guarantee;

       (b)    without prejudice to paragraph (a) above, pay to the credit of
              such account as the Bank shall stipulate an amount in Sterling
              equal to the Loan Notes Guaranteed Amount and charge such account
              in favour of the Bank on terms satisfactory to the Bank.

9.1.3  Newco shall give the Bank at least 30 days' (or, in the case of a Sale
       only. such shorter period as is practicable not being less than 5 days)
       prior notice of the date upon which a Sale or Listing is proposed to
       occur.

9.2    VOLUNTARY PREPAYMENT OF TERM LOAN AND CAPEX LOAN

9.2.1  Newco may, by giving the Bank not less than 5 Business Days' prior
       notice, prepay the whole or part (but if in part, in a minimum amount of
       pounds sterling 500,000 and an integral multiple of pounds
       sterling 500,000) of any Term Advance or any Capex Advances on any date
       subject to the payment of any sums payable pursuant to Clause 23.

9.2.2  Any notice of prepayment shall be irrevocable, shall specify the date on
       which the prepayment is to be made and the amount of the prepayment, and
       shall oblige the relevant Borrower to make that prepayment.

                                     - 25 -
<PAGE>
9.2.3  Any prepayment shall be made together with accrued interest on the amount
       prepaid and any amounts payable under Clause 23.1

9.2.4  Each prepayment of the Term Loan under this Clause 9.2 shall be applied
       against the relevant unpaid Instalments in inverse order of maturity.

9.3    NO RE-BORROWING OF TERM LOAN

       Any amount repaid or prepaid in relation to the Term Loan or, after tile
       last day of tile Capex Commitment Period, the Capex Loan, may not be
       re-borrowed and shall reduce the Term Loan and Guarantee Facility Limit
       or, as the case may be, the Capex Facility Limit by the amount so repaid
       or prepaid.

10.    CANCELLATION OF CAPEX FACILITY

10.1   CANCELLATION

       Newco may, by giving the Bank not less than 5 Business Days' prior
       notice, cancel all or part of the unutilised part of the Capex Facility
       (but if in part, in a minimum amount of pounds sterling 500,000 and an
       integral multiple of pounds sterling 100,000).

10.2   NOTICE

       Any notice of cancellation shall be irrevocable and shall specify the
       date on which the cancellation shall take effect and the amount of the
       cancellation.

10.3   EFFECT OF CANCELLATION

       Newco may not utilise any part of the Capex Facility which has been
       cancelled. Any cancellation of the Capex Facility shall reduce the Capex
       Facility Limit by the aggregate amount so cancelled.

10.4   LIMITATION

       Newco may not cancel all or part of the Capex Facility except as
       expressly provided in this Agreement.

11.    CHANGES IN CIRCUMSTANCES

11.1   ILLEGALITY

       If it is or becomes illegal for the Bank to maintain all or part of the
       Facilities or to continue to make available or fund any Advance or to
       issue or leave outstanding any guarantee obligation under the Loan Notes
       Guarantee, then:

       (a)    the Bank; shall notify Newco; and

       (b)    (i) the Facilities shall be cancelled immediately;

                                     - 26 -
<PAGE>
              (ii)   the Term Loan and Guarantee Facility shall cease to be
                     available for the issue of the Loan Notes Guarantee.

              (iii)  Newco shall use its best endeavours to procure the release
                     of the Bank from any obligation under the Loan Notes
                     Guarantee if outstanding at that time; and

              (iv)   Newco shall prepay to the Bank all the Advances (together
                     with accrued interest on the amount prepaid and all other
                     amounts owing to the Bank under this Agreement) within 5
                     Business Days of demand by the Bank (or, if permitted by
                     the relevant law, on the last day of the Interest Period of
                     the relevant Advances).

       Any such prepayment under paragraph (ii) above shall be subject to Clause
       23.1.

11.2   INCREASED COSTS

11.2.1 If, after the date of this Agreement, a Change occurs which causes an
       Increased Cost (as defined in Clause 11.2.3) to the Bank (or any company
       of which the Bank is a Subsidiary) then Newco shall pay (as additional
       interest) to the Bank within 5 Business Days of demand all amounts which
       the Bank certifies to be necessary to compensate the Bank (or any company
       of which the Bank is a Subsidiary) for the Increased Cost.

11.2.2 Any demand made under Clause 11.2.1 shall set out in reasonable detail
       so far as is practicable the nature of the Change and the basis of
       computation of the Increased Cost.

11.2.3 In this Clause 11.2:

       INCREASED COST means any cost to, or reduction in the amount payable to,
       or reduction in the return on capital or regulatory capital achieved by,
       the Bank (or any company of which the Bank is a Subsidiary) to the extent
       that it arises, directly or indirectly, as a result of the Change and is
       attributable to all or part of a Facility or any Advance or the funding
       of any Advance including:

       (a)    any Tax Liability (other than Tax on Overall Net Income) incurred
              by the Bank;

       (b)    any changes in the basis or timing of Taxation of the Bank in
              relation to all or part of a Facility or any Advance or the
              funding of any Advance;

       (c)    the cost to the Bank (or any company of which the Bank is a
              Subsidiary) of complying with, or the reduction in the amount
              payable to or reduction in the return on capital or regulatory
              capital achieved by the Bank (or any company of which the Bank is
              a Subsidiary) as a result of complying with, any capital adequacy
              or similar requirements howsoever arising, including as a result
              of an increase in the amount of capital to be allocated to a
              Facility or of a change to the weighting of the commitment under a
              Facility or any Advance;

       (d)    the cost to the Bank of complying with any reserve, cash ratio,
              special deposit or liquidity requirements (or any other similar
              requirements); and

       (e)    the amount of any fees payable by the Bank to any supervisory or
              regulatory authority.

                                     - 27 -
<PAGE>
        TAX LIABILITY means, in respect of any person:

       (a)    any liability or any increase in the liability of that person to
              make any payment of or in respect of Tax;

       (b)    the loss of any relief, allowance, deduction or credit in respect
              of Tax which would otherwise have been available to that person;

       (c)    the setting off against income, profits or gains or against any
              Tax liability of any relief, allowance, deduction or credit in
              respect of Tax which would otherwise have been available to that
              person; and

       (d)    the loss or setting off against any Tax liability of a right to
              repayment of Tax which would otherwise have been available to that
              person.

       For the purposes of this definition of "Tax Liability", any question of
       whether or not any relief, allowance, deduction, credit or right to
       repayment of Tax has been lost or set off, and if so, the date on which
       that loss or set-off took place, shall be conclusively determined by the
       relevant person.

       TAX ON OVERALL NET INCOME means, in relation to the Bank, Tax (other than
       Tax deducted or withheld from any payment) imposed on the net profits of
       the Bank by the jurisdiction in which its Lending Office or its head
       office is situated.

11.2.4 Newco shall not be obliged to make a payment in respect of an Increased
       Cost under this Clause 11.2 if and to the extent that the Increased Cost
       has been compensated for by the payment of Mandatory Cost Rate or the
       operation of Clause 12.9.

11.2.5 If Newco is required to pay any amount to the Bank under this Clause
       11.2. then, without prejudice to that obligation and so long as the
       circumstances giving rise to the relevant Increased Cost are continuing
       and subject to Newco giving the Bank not less than 10 days' prior notice
       (which shall be irrevocable), Newco may prepay all or part (but if in
       part in a minimum amount of pounds sterling 500,000 and an integral
       multiple of pounds sterling 500,000) of the Advances together with
       accrued interest on the amount prepaid. Any such prepayment shall be
       subject to Clause 23.1. On any such prepayment the Term Loan and
       Guarantee Facility Limit and the Capex Facility Limited shall be reduced
       accordingly.

11.3   MARKET DISRUPTION

11.3.1 If in relation to an Advance and a particular Interest Period:

       (a)    the Bank determines that, because of circumstances affecting the
              London interbank market generally, reasonable and adequate means
              do not exist for ascertaining LIBOR for that Advance for that
              Interest Period: or

       (b)    the Bank is of the opinion that:

              (i)    matching deposits may not be available to it in the London
                     interbank market in the ordinary course of business to fund
                     that Advance for that Interest Period; or

              (ii)   the cost to it of obtaining matching deposits in the London
                     interbank market would be in excess of LIBOR for that
                     Interest Period.

                                     - 28 -
<PAGE>
        the Bank shall promptly notify Newco of that event (such notice being a
        MARKET DISRUPTION NOTICE).

11.3.2 If a Market Disruption Notice applies to a proposed Advance, that Advance
       shall not be made. Instead, the Bank and Newco shall immediately enter
       into negotiations for a period of not more than 30 days with a view to
       agreeing a substitute basis for calculating tile interest rate for the
       Advance or for funding the Advance. Any substitute basis agreed by the
       Bank and Newco shall take effect in accordance with its terms.

11.3.3 If a Market Disruption Notice applies to an outstanding Advance. then:

       (a)    the Bank and Newco shall immediately enter into negotiations for a
              period of not more that 30 days with a view to agreeing a
              substitute basis for calculating the rate of interest for the
              Advance or for funding the Advance;

       (b)    any substitute basis agreed under Clause 1 1.3.3(a) by the Bank
              and Newco shall take effect in accordance with its terms;

       (c)    if no substitute basis is agreed under Clause 11.3.3(a), then,
              subject to Clause 11.3.4, the Bank shall certify before the last
              day of the Interest Period to which the Market Disruption Notice
              relates a substitute basis for maintaining the Advance which shall
              reflect the cost to the Bank of funding the Advance from whatever
              sources it reasonably selects plus the Margin and Mandatory Cost
              Rate; and

       (d)    each substitute basis so certified shall be binding on Newco and
              the Bank; and treated as part of this Agreement.

11.3.4 If no substitute basis is agreed under Clause 11.3.3(a), then, so long as
       the circumstances giving rise to the Market Disruption Notice continue
       and subject to Newco giving the Bank not less than 5 Business Days'
       prior notice (which shall be irrevocable). Newco may prepay the Advance
       to which the Market Disruption Notice applies together with accrued
       interest on the amount prepaid. Any such prepayment shall be subject to
       Clause 23.1.

11.4   MITIGATION

11.4.1 If any circumstances arise in respect of the Bank which would or upon
       the giving of notice would, result in the operation of Clause 11.1, 11.2,
       11.3 or 12.9 to the detriment of Newco, then the Bank shall:

       (a)    promptly upon becoming aware of those circumstances and their
              results, notify Newco; and

       (b)    in consultation with Newco, take all such steps as it determines
              are reasonably open to it to mitigate the effects of those
              circumstances (including changing its Lending Office or consulting
              with Newco with a view to transferring some or all of its rights
              and obligations under this Agreement to another bank or other
              financial institution acceptable to Newco) in a manner which will
              avoid the circumstances in question and on terms acceptable to
              Newco and the Bank.

                                     - 29 -
<PAGE>
       provided that the Bank shall not be obliged to take any steps which in
       its opinion would or would reasonably be expected to have an adverse
       effect on its business or financial condition or the management of its
       Tax affairs or cause it to incur any material costs or expenses.

11.4.2 Nothing in this Clause 11.4 shall limit. reduce, affect or otherwise
       qualify the rights of the Bank or the obligations of Newco under Clauses
       11.1, 11.2, 11.3 and 12.9.

11.5   CERTIFICATES

       The certificate or notification of the Bank as to any of the matters
       referred to in this Clause 11 shall be in reasonable detail and shall be
       conclusive and binding on Newco except for any manifest error.

12.    PAYMENTS

12.1   FUNDS

       All payments under this Agreement shall be made for value on the due date
       in freely transferable and readily available funds.

12.2   PAYMENTS

12.2.1 Each payment to Newco shall be made to its account at such office or bank
       as it may notify to the Bank for this purpose by not less than 5
       Business Days' prior notice.

12.2.2 Each payment to the Bank shall be made to The Governor and Company of the
       Bank of Scotland of 38 Threadneedle Street, London EC2P 2EH for the
       account of the Bank, account number 85725.

       CHANGE OF ACCOUNT

       Newco or the Bank may change its receiving account by not less than 5
       Business Days' notice to the other.

12.4   BUSINESS DAYS

       If a payment under this Agreement is due on a day which is not a Business
       Day, the due date for that payment shall instead be the next Business Day
       in the same calendar month (if there is one) or the preceding Business
       Day (if there is not).

       CURRENCY

       All payments relating to costs, losses, expenses or Taxes shall be made
       in the currency in which the relative costs, losses, expenses or Taxes
       were incurred. Any other amount payable under this Agreement shall,
       except as otherwise provided, be made in Sterling.

12.6   ACCOUNTS AS EVIDENCE

       The Bank shall maintain in accordance with its usual practice an account
       which shall, as between Newco and the Bank, be prima facie evidence of
       the amounts from time to time advanced by, owing to, paid and repaid to
       the Bank under this Agreement.

                                     - 30 -
<PAGE>
12.7   PARTIAL PAYMENTS

12.7.1 If the Bank receives a payment insufficient to discharge all the amounts
       then due and payable by Newco under this Agreement. the Bank: shall
       apply that payment towards the obligations of Newco in the following
       order:

       (a)    first, in or towards payment of any unpaid costs and expenses of
              the Bank under this Agreement;

       (b)    second, in or towards payment pro rata of any accrued interest due
              by Newco but unpaid under this Agreement;

       (c)    third, in or towards payment pro rata of any principal due by
              Newco but unpaid under this Agreement; and

       (d)    fourth, in or towards payment pro rata of any other sum due by
              Newco but unpaid under the Financing Documents.

12.7.2 The Bank may vary the order set out in Clauses 12.7.1(a) to (d).

12.7.3 Clauses 12.7.1 and 12.7.2 shall override any appropriation made by Newco.


12.8   SET-OFF AND COUNTERCLAIM

       All payments by Newco under this Agreement shall be made without set-off
       or counterclaim.

12.9   GROSSING-UP

12.9.1 Subject to Clause 12.9.2, all sums payable to the Bank pursuant to or in
       connection with any Financing Document shall be paid in full free and
       clear of all deductions or withholdings whatsoever except only as may be
       required by law.

12.9.2 If any deduction or withholding is required by law in respect of any
       payment due from Newco to the Bank pursuant to or in connection with any
       Financing Document, Newco shall:

       (a)    ensure or procure that the deduction or withholding is made and
              that it does not exceed the minimum legal requirement therefor;

       (b)    pay, or procure the payment of, the full amount deducted or
              withheld to the relevant Taxation or other authority in accordance
              with the applicable law;

       (c)    increase the payment in respect of which the deduction or
              withholding is required so that the net amount received by the
              Bank after the deduction or withholding (and after taking account
              of any further deduction or withholding which is required to be
              made as a consequence of the increase) shall be equal to the
              amount which the Bank would have been entitled to receive in the
              absence of any requirement to make any deduction or withholding;
              and

       (d)    promptly deliver or procure the delivery to the Bank of receipts
              evidencing each deduction or withholding which has been made.

                                     - 31 -
<PAGE>
12.9.3 Newco shall not be required to pay an additional amount under this Clause
       12.9 if the payment in respect of which the deduction or withholding is
       required is a payment of interest on an Advance and:

       (a)    at the time that Advance was made, the Bank was not a Qualifying
              Bank otherwise than as a consequence of a Change occurring after
              the date of this Agreement (and the obligation to deduct or
              withhold would not have arisen if that Advance had been made by a
              Qualifying Bank); or

       (b)    at the time when the interest is paid, the Bank is not
              beneficially entitled to it or, being beneficially entitled to it,
              the Bank is not within the charge to United Kingdom corporation
              tax as respects it otherwise than as a consequence of a Change
              occurring after the date of this Agreement (and the obligation to
              deduct or withhold would not have arisen if the Bank had been
              beneficially entitled to the interest and had been within the
              charge to United Kingdom corporation tax as respects it).

12.9.4 If the Bank determines, in its absolute discretion, that it has received,
       realised, utilised and retained a Tax benefit by reason of any deduction
       or withholding in respect of which Newco has made an increased payment
       under this Clause 12.9. the Bank shall, provided that it has received
       all amounts which are then due and payable by the obligors under any
       Financing Document, pay to Newco (to the extent that the Bank can do so
       without prejudicing the amount of the benefit or repayment and the right
       of the Bank to obtain any other benefit, relief or allowance which may be
       available to it) such amount, if any, as the Bank, in its absolute
       discretion shall determine, will leave the Bank in no worse position than
       it would have been in if the deduction or withholding had not been
       required, provided that:

       (a)    the Bank shall have an absolute discretion as to the time at which
              and the order and manner in which it realises or utilizes any Tax
              benefit and shall not be obliged to arrange its business or its
              Tax affairs in any particular way in order to be eligible for any
              credit or refund or similar benefit;

       (b)    the Bank shall not be obliged to disclose any information
              regarding its business Tax affairs or Tax computations;

       (c)    if the Bank has made a payment to Newco pursuant to this Clause
              12.9.4 on account of any Tax benefit and it subsequently
              transpires that the Bank did not receive that Tax benefit, or
              received a lesser Tax benefit, Newco shall, on demand, pay to the
              Bank such sum as the Bank may determine as being necessary to
              restore its after-tax position to that which it would have been
              had no adjustment under this Clause 12.9.4 been made. Any sums
              payable by Newco to the Bank under this Clause 12.9.4 shall be
              subject to Clause 18.7.

12.9.5 The Bank shall not be obliged to make any payment under Clause 12.9.4
       if, by doing so, it would contravene the terms of any applicable law or
       any notice, direction or requirement of any governmental or regulatory
       authority (whether or not having the force of law).

12.9.6 If Newco is required to make an increased payment for the account of the
       Bank under Clause 12.9.2. then, without prejudice to that obligation and
       so long as such requirement exists and subject to Newco giving the Bank
       not less than 10 days' prior notice (which shall be irrevocable). Newco
       may prepay all or part (but if in part in a minimum amount of pounds
       sterling 500,000 and an integral multiple of pounds sterling 500,000) of
       the Advances together with accrued interest on the amount prepaid. Any
       such prepayment shall be subject to Clause 23.1. On

                                       32
<PAGE>
       any such prepayment the Term Loan and Guarantee Facility Limit and the
       Capex Facility Limit shall be reduced accordingly.

13.    SECURITY

13.1   SECURITY DOCUMENTS

       The obligations and liabilities of Newco to the Bank under the Financing
       Documents shall be secured by the interests and rights granted in favour
       of the Bank under the Security Documents.

13.2   INTEREST RATE PROTECTION AGREEMENTS

       All obligations and liabilities of Newco to the Bank under or in
       connection with any Interest Rate Protection Agreement shall be treated,
       for all purposes (other than Clauses 12.7 and 18.1), as obligations and
       liabilities incurred under this Agreement and, for the avoidance of
       doubt, Newco's obligations and liabilities under any Interest Rate
       Protection Agreement shall be secured obligations and liabilities under
       the Security Documents and for such purposes any reference in any
       Security Document to the Bank shall be deemed to include the Bank as a
       party to the relevant Interest Rate Protection Agreements.

14.    REPRESENTATIONS AND WARRANTIES

14.1   REPRESENTATIONS AND WARRANTIES

       Newco represents and warrants to the Bank that:

       (a)    STATUS: each Group Company is a limited company duly incorporated
              under the laws of England and Wales, and it possesses the capacity
              to sue and be sued in its own name and has the power to carry on
              its business and to own its property and other assets;

       (b)    POWERS AND AUTHORITY: each Charging Group Company has power to
              execute, deliver and perform its obligations under the Transaction
              Documents to which it is a party and to carry out the transactions
              contemplated by those documents and all necessary corporate,
              shareholder and other action has been or will be taken to
              authorise the execution, delivery, and performance of the same;

       (c)    BINDING OBLIGATIONS: subject to the Reservations, the obligations
              of each Charging Group Company under the Transaction Documents
              constitute its legal, valid, binding and enforceable obligations;

       (d)    CONTRAVENTIONS: the execution, delivery, and performance by each
              Charging Group Company of the Transaction Documents does not:

              (i)    contravene any applicable law or regulation or any order of
                     any governmental or other official authority, body or
                     agency or any judgment, order or decree of any court having
                     jurisdiction over it;

                                      -33 -
<PAGE>
              (ii)   conflict in any material respect with, or result in any
                     breach of any of the terms of, or constitute a default
                     under, any agreement or other instrument to which it is a
                     party or any licence or other authorisation to which it is
                     subject or by which it or any of its property is bound; or

              (iii)  contravene or conflict with the provisions of its
                     memorandum and articles of association;

       (e)    INSOLVENCY: no Group Company has taken any action nor have any
              steps been taken or legal proceedings been started or threatened
              against it for winding-up, dissolution or re-organisation, the
              enforcement of any Encumbrance over its assets or for the
              appointment of a receiver, administrative receiver, or
              administrator, trustee or similar officer of it or of any of its
              assets;

       (f)    NO DEFAULT: no Group Company is (nor would be with any of the
              giving of notice, the lapse of time, the determination of
              materiality, or the satisfaction of any other condition) in breach
              of or in default under any agreement to which it is a party or
              which is binding on it or any of its assets in a manner or to an
              extent which would reasonably be expected to have a Material
              Adverse Effect;

       (g)    LITIGATION: no action, litigation. arbitration or administrative
              proceeding has been commenced, or, to the best of Newco's
              information, knowledge and belief, is pending or threatened,
              against any Group Company which, if decided adversely, would
              reasonably be expected to have a Material Adverse Effect nor is
              there subsisting any unsatisfied judgment or award given against
              any of them by any court, arbitrator or other body which would
              reasonably be expected to have a Material Adverse Effect;

       (H)    ACCOUNTS:

              (i)    each of the latest Accounts is prepared in accordance with
                     GAAP and gives a true and fair view of the financial
                     position of the relevant Charging Group Company as at the
                     date to which they were prepared and for the Financial Year
                     of that company then ended; and

              (ii)   each of the latest set of Management Accounts shows with
                     reasonable accuracy the financial position of the Group or
                     as the case may be, the relevant Charging Group Company
                     during the period to which it relates;

       (i)    ENCUMBRANCES: no Encumbrance other than a Permitted Encumbrance
              exists over all or any part of the assets of any Group Company;

       (j)    NO ENCUMBRANCES CREATED: the execution of the Financing Documents
              by the Charging Group Companies and the exercise of each of their
              respective rights and the performance of each of their respective
              obligations under the Financing Documents will not result in the
              creation of, or any obligation to create, any Encumbrance (other
              than under the Security Documents) over or in respect of any of
              their assets;

       (k)    AUTHORISATIONS: other than the registration of particulars of the
              Security Documents at the Companies Registration Office pursuant
              to section 395 of the

                                      -34-
<PAGE>
              Act, registrations of particulars of the Security Documents at the
              Land Registry, the giving of notice in respect of any contracts
              being assigned, the stamping of the Acquisition Agreement, all
              authorisations, approvals, licences, consents, filings,
              registrations, payment of duties or taxes and notarisations
              required.

              (i)    for the conduct of the business, trade and ordinary
                     activities of each Group Company except to the extent that
                     failure to make, pay or obtain the same would not have a
                     Material Adverse Effect;

              (ii)   for the performance and discharge of the obligations of
                     each Group Company under the Financing Documents to which
                     it is a party; and

              (iii)  in connection with the execution, delivery, validity,
                     enforceability or admissibility in evidence of the
                     Financing Documents,

        are in full force and effect:

       (1)    TAXES: each Group Company has complied with all Taxation laws in
              all jurisdictions in which it is subject to Taxation and has paid
              all Taxes due and payable by it and no claims are being asserted
              against it in respect of Taxes except for assessments in relation
              to the ordinary course of its business or claims contested in good
              faith and in respect of which adequate provision has been made and
              disclosed in the latest Accounts or other information delivered to
              the Bank under this Agreement;

       (m)    ACCOUNTING REFERENCE DATE: the accounting reference date of each
              Group Company is 31st December;

       (n)    CORPORATE STRUCTURE: immediately prior to Completion, Newco has
              had no Subsidiaries and:

              (i)    the details of Aspen and its Subsidiaries set out in
                     Schedule 3 are accurate and complete in all respects;

              (ii)   Aspen has no Subsidiaries other than those companies,
                     relevant details of which arc set out in Part 11 of
                     Schedule 3: and

              (iii)  each company (if any) listed in Part 11 of Schedule 3 is a
                     Dormant Subsidiary;

       (o)    NEWCO: prior to the date of this Agreement, Newco has not traded
              nor undertaken any commercial activities of any kind and (except
              as contemplated by, or otherwise in connection with, this
              Agreement and the other Transaction Documents and the transactions
              contemplated by this Agreement or by the other Transaction
              Documents) has no liabilities or obligations, actual or
              contingent;

       (p)    STATUTORY DECLARATIONS: each of the directors of each company
              listed in Part 1 of Schedule 3 has properly made the statutory
              declarations required to be made by him under section 155 of the
              Act and has otherwise procured compliance with all the relevant
              provisions of the Act in relation to the lawful giving of
              financial assistance directly or indirectly for the purpose of
              reducing or discharging Newco's liability incurred in connection
              with its acquisition of Aspen Shares;

                                     - 35 -
<PAGE>
       (q)    ENVIRONMENTAL: each Group Company has and has at all times
              complied with all applicable Environmental Law, non-compliance
              with which would reasonably be expected to have a Material Adverse
              Effect, Every consent, authorisation, licence or approval required
              under or pursuant to any Environmental Law by each Group Company
              in connection with the conduct of its business and the ownership,
              use, exploitation or occupation of its assets the absence or lack
              of which would reasonably be expected to have a Material Adverse
              Effect, has been obtained and is in full force and effect, there
              had been no default in the observance of the conditions and
              restrictions (if any) imposed in, or in connection with, and, of
              the same and, to the best of Newco's information, knowledge and
              belief, no circumstances have arisen (i) which would entitle any
              person to revoke, suspend, amend, vary, withdraw or refuse to
              amend any of the same or (ii) which might give rise to a claim
              against any Group Company which would reasonably be expected to
              have a Material Adverse Effect having regard to the cost to that
              Group Company of meeting such a claim; and

       (r)    NO MATERIAL ADVERSE CHANGE: since 31st December 1998 no event has
              occurred which has had or would be reasonably expected to have a
              Material Adverse Effect.

14.2   REPETITION

       The representations and warranties set out in Clause 14.1 shall survive
       the execution of this Agreement and shall be deemed to be repeated as
       follows:

       (a)    each of the said representations and warranties shall be deemed to
              be repeated on the first Drawdown Date; and

       (b)    each of the said representations and warranties (other than those
              made under Clauses 14.1(c), (f), (g), (i), (j), (k), (1), (m),
              (n), (o), (p), (q), (r) and (s) inclusive) shall be repeated on
              each Interest Date,

       in each case, as if made with reference to the facts existing at the time
       of repetition.

15.    UNDERTAKINGS

15.1   INFORMATION UNDERTAKINGS

       Newco undertakes that during the Security Period it shall, unless the
       Bank otherwise agrees:

       (a)    ACCOUNTS: as soon as the same become available (and in any event
              within 180 days after the end of each of its Financial Years),
              deliver to the Bank the Accounts for each such Financial Year of
              Newco, Aspen and each other Charging Group Company together with:

              (i)    the unconsolidated profit and loss account for Newco for
                     each such Financial Year; and

              (ii)   a copy of the management letter (if any) addressed by the
                     auditors to the directors of each such company in
                     connection with its auditing of

                                     - 36 -
<PAGE>
              the relevant Accounts as soon as reasonably practicable after
              receipt of the letter by such company:

       (b)    Management accounts: as soon as the same become available (and in
              any event within 45 days after each Quarter Date, deliver to the
              Bank the management accounts (the MANAGEMENT ACCOUNTS) of Newco
              (in which case such management accounts shall be consolidated
              management accounts relating to the Group) and of Aspen and each
              other Charging Group Company for each such Accounting Period and
              in such a form as to disclose with reasonable accuracy the
              financial position of the Group or, as the case may be, the
              relevant company and which shall include the following information
              in respect of each such quarter:

              (i)    a statement of profit and loss:

              (ii)   a balance sheet;

              (iii)  a cashfow statement: and

              (iv)   a commentary prepared by the Management of the Group's
                     activities during such quarter,

       together with a comparison, where appropriate, of all such information
       with the estimates, forecasts and projections in the relevant Operating
       Budget (or any replacement or substitution made therefor) in relation to
       each such quarter including an analysis justifying any variations
       therefrom and, if necessary, revised estimates, forecasts and
       projections:

(c)    OPERATING BUDGETS:

              (i)    in the case of Newco only, provide to the Bank (in a format
                     agreed by the Bank prior to tile date of this Agreement) an
                     Operating Budget for each of its Financial Years during
                     the Security Period, within 45 days after the start of
                     each such Financial Year, together with a comparison of the
                     information, estimates, forecasts and projections contained
                     therein with any relevant information, estimates, forecasts
                     and projections provided to the Bank pursuant to Clause
                     2(b) of Schedule 1 to this Agreement including an analysis
                     justifying any variations therefrom; and

              (ii)   if any Group Company shall determine that any of the
                     estimates, forecasts or projections made in relation to any
                     of its Financial Years should be different from those set
                     out in the then current Operating Budget (or any
                     substitution therefor subsequently made and agreed by the
                     Bank), provide to the Bank revised estimates, forecasts or
                     projections in respect of any part of each such Financial
                     Year and such revised estimates, forecasts or projections
                     shall apply immediately following their approval by the
                     boards of directors of the relevant company:

       (d)    INFORMATION ON REQUEST: promptly following the Bank's request,
              provide to the Bank such other information. estimates, forecasts
              or projections in relation to any

                                     - 37 -
<PAGE>
              Group Company and any of their respective businesses, assets,
              financial condition, ownership or prospects as the Bank may
              reasonably require:

       (e)    COMPLIANCE CERTIFICATES: in the case of Newco only, provide to the
              Bank within 45 days of each Quarter Date a certificate (a
              COMPLIANCE CERTIFICATE) executed under the authority of the board
              of directors of Newco certifying that in relation to the 3 month
              period ending on each such Quarter Date all the financial
              undertakings under Clause 15.4 of this Agreement are for the time
              being complied with and including calculations relating to the
              financial undertakings set out in Clause 15.4: (For the purpose of
              this Clause 15.1(e) the calculations shall be made by reference
              the Management Accounts prepared for the 3 month period in
              relation to which the relevant Compliance Certificate is to be
              given and, in relation to a Compliance Certificate given in
              relation to the last 3 months in any Financial Year of Newco,
              Newco shall procure that the Auditors shall, if they are so
              satisfied, confirm when delivering the relevant Accounts, in a
              confirmation addressed to the Bank, that the calculations
              contained in the relevant certificate arc in their opinion, based
              on the Accounts, fair and reasonable provided that if there have
              been any breaches of those undertakings at any time during the
              period to which that certificate relates then Newco shall include
              in that certificate relevant details of all those breaches);

       (f)    GAAP: ensure that all Accounts and the Management Accounts
              submitted to the Bank have been prepared in accordance with GAAP;
              and

       (g)    NOTIFICATION: promptly, upon becoming aware of the same, notify
              the Bank of:

              (i)    any Default or Potential Default:

              (ii)   any litigation, arbitration or administrative proceeding
                     commenced against any Group Company which would reasonably
                     be expected to have a Material Adverse Effect;

              (iii)  any Encumbrance (other than a Permitted Encumbrance)
                     attaching to any of the assets of any Group Company;

              (iv)   any other occurrence relating to a Group Company (including
                     any third party claim or liability) which would reasonably
                     be expected to have a Material Adverse Effect;

              (v)    any individual item of Capital Expenditure incurred by the
                     Group in excess of pounds sterling 250,000; and

              (vi)   any Capital Expenditure incurred by the Group in relation
                     to an item which, in relation to such item, exceeds the
                     amount set out in the financial projections provided by
                     Newco to the Bank.

                                     - 38 -
<PAGE>
15.2   POSITIVE UNDERTAKINGS

       Newco undertakes that during the Security Period it shall. and it shall
       procure that each Group Company shall. unless the Bank otherwise agrees

       (a)    PAY TAXES: pay and discharge all Taxes and governmental charges
              payable by or assessed upon it prior to the date on which the same
              become overdue unless, and only to the extent that. such Taxes and
              charges shall be contested in good faith by appropriate
              proceedings. pending determination of which payment may lawfully
              be withheld, and there shall (if the Auditors so advise) be set
              aside adequate reserves with respect to any such Taxes or charges
              so contested in accordance with GAAP.

       (b)    INSURANCE: ensure that insurance is maintained in accordance with
              the Security Documents and, in the case of Aspen Healthcare
              Limited only, maintain medical mal-practice insurance with an
              insurance company approved by the Bank (acting reasonably) and
              Newco will ensure that at all times the aggregate cover for the
              Group Companies shall not fall below pounds sterling3.000.000 and
              will. on an annual basis, take proper advice as to whether such
              cover should be increased (communicating the substance of such
              advice to the Bank) and will, at the Bank's request, increase the
              cover in accordance with such advice:

       (c)    AUTHORISATIONS: obtain, maintain and comply with the terms of any
              authorisation, approval, licence, operating certificates, consent,
              exemption, clearance, filing or registration required:

              (i)    for the conduct of its business, trade and ordinary
                     activities. save to the extent that failure to obtain,
                     maintain or comply with the same would reasonably be
                     expected not to have a Material Adverse Effect; and

              (ii)   to enable it to perform its obligations under. or for the
                     validity, enforceability or admissibility in evidence of.
                     any Financing . Document;

       (d)    ACCESS: upon reasonable notice being given to Aspen by the Bank.
              permit the Bank and any person (being an accountant, auditor.
              Solicitor, valuer or other professional adviser of the Bank)
              authorised by the Bank to have, at all reasonable times during
              normal business hours. access to the property (including the
              Properties), premises and accounting books and records of any
              Group Company and to the Management:

       (e)    FURTHER DOCUMENTS: at the request of the Bank. do or procure the
              doing of all such things and execute or procure the execution of
              all such documents as are, in the opinion of the Bank, necessary
              or desirable to ensure that the Bank obtains all its rights and
              benefits under the Financing Documents:

       (f)    DELIVERY OF DECLARATIONS, ETC: within any relevant period laid
              down in any statute, law or regulation applicable in the United
              Kingdom make all necessary declarations and deliver all necessary
              forms and documents required to be delivered to, filed with or
              registered with any United Kingdom governmental, statutory or
              other body or agency by it in connection with the Transaction

                                      -39-
<PAGE>
       Documents and any of the transactions contemplated under the Transaction
       Documents:

       (g)    COMPLIANCE WITH ENVIRONMENTAL LAW: comply in all material respects
              with Environmental Law.

       (h)    DANGEROUS MATERIALS: ensure that all Dangerous Materials treated,
              kept and stored, produced, manufactured, generated, refined or
              used from, in, upon. or under any of the real property owned by a
              Group Company are held and kept upon such real property in such a
              manner and up to such standards as they would be kept by a prudent
              company carrying on the same trade as that Group Company;

       (i)    COMPLIANCE WITH SECTION 151 OF THE ACT: comply in all respects
              with sections 151 to 158 inclusive of the Act, including in
              relation to the execution of the Security Documents and the
              payment of amounts due under this Agreement;

       (j)    AUDITORS' CONFIRMATION: use all reasonable endeavours to procure
              that, within 10 Business Days of the date of appointment as
              auditors of any Charging Group Company, the relevant accountants
              deliver to the Bank a letter from such newly appointed auditors
              confirming that they arc aware of the provisions of Clauses 1 and
              15.4.1 of this Agreement;

       (k)    DORMANT COMPANIES: procure that none of the companies set out in
              Part ll of Schedule 3 cease being a Dormant Subsidiary, other than
              as a result of a liquidation of any such company which would not
              be a Default, and do not acquire any assets and do not assume any
              liabilities or if any such company ceases to be a Dormant
              Subsidiary, procure that such company delivers a duly executed
              Guarantee and Debenture to the Bank within 10 Business Days of
              ceasing to be a Dormant Subsidiary: and

       (l)    HEDGING: within 3 months of Completion procure that Newco enter
              into interest rate protection agreements in accordance with the
              interest rate management strategy agreed with the Bank before the
              date of this Agreement in relation to at least 50 percent of the
              Term Loan and complies with and discharges its obligations and
              liabilities under those agreements.

15.3   NEGATIVE UNDERTAKINGS

       Newco undertakes that during the Security Period it shall not, and it
       shall procure that none of the Group Companies shall, unless the Bank:
       otherwise agrees:

       (a)    NEGATIVE PLEDGE: create or permit to subsist any Encumbrance over
              any of its assets other than Permitted Encumbrances:

       (b)    DISPOSAL OF ASSETS: make a Disposal without the prior consent of
              the Bank other than:

              (i)    in the ordinary course of its trading activities: or

              (ii)   a Disposal to a Charging Group Company; or

                                     - 40 -
<PAGE>
              (iii)  a Disposal of an asset (not being a Disposal of real
                     property) which is obsolete for the purpose for which such
                     an asset is normally utilised: or

              (iv)   a Disposal of cash on terns not otherwise prohibited by
                     this Agreement: or

              (v)    a Disposal on arm's length terms where the aggregate
                     value of the assets the subject of a Disposal by Group
                     Companies other than in accordance with paragraphs (i) to
                     (iv) above in any Financial Year of Newco does not exceed
                     pounds sterling 50.000 (for the purposes of this paragraph,
                     the value of any asset shall be the greater of its book
                     value and the consideration received for it):

       (c)    CHANGE OF BUSINESS: make any substantial change to the general
              nature or scope of the business of the Group as a whole from that
              carried on at the date of this Agrecmcnt;

       (d)    MERGERS: enter into (a) any amalgamation, demerger, merger or
              reconstruction or (b) any joint venture or partnership agreement
              which relates to a material part of the assets or revenues of the
              Group taken as a whole:

       (e)    FEES: pay any fees or commissions to any person other than (i) on
              open market terms and for the purpose of and in the ordinary
              course of its trade or (ii) fees incurred under or in connection
              with any Transaction Document;

       (f)    LOANS: make any loans or grant any credit to or for the benefit of
              any person. other than:

              (i)    amounts of credit allowed by the relevant company in the
                     normal course of its trading activities: or

              (II)   loans made by one Charging Group Company to another
                     Charging Group Company: or

              (iii)  loans made by a Group Company which is not a Charging Group
                     Company to another such Group Company: or

              (iv)   loans made by a Group Company to its employees where such
                     loans do not, when aggregated with all such loans made by
                     all Group Companies, exceed pounds sterling 50,000 at any
                     time:

       (g)    INDEBTEDNESS: incur or permit to subsist any Indebtedness other
              than Permitted Indebtedness:

       (h)    INCORPORATION OF SUBSIDIARIES: incorporate any company as its
              Subsidiary (except where such company upon its incorporation
              executes, subject to, and to the extent permitted under, all
              applicable laws, a Guarantee and Debenture (or the equivalent
              documents (in a form approved by the Bank) under the laws of the
              jurisdiction of that company's incorporation) and delivers the
              same to the Bank together with, in the latter case, a legal
              opinion (in a form and content satisfactory to the Bank) from
              lawyers appointed by the Bank:

                                      -41 -
<PAGE>
       (i)    ACQUISITIONS: acquire any business of, or shares or securities of,
              any company (other than a Charging Group Company).

       (j)    DIVIDENDS: in respect of Newco only, make, pay or declare any
              dividend or other distribution in relation to any, shares forming
              part of its issued share capital unless:

              (i)    no Default or Potential Default has occurred and is
                     continuing or would occur as a result; and

              (ii)   either the aggregate of all such dividends and
                     distributions in any Financial Year of Newco does not
                     exceed 25 per cent. of the retained earnings of Newco in
                     that Financial Year or the amount of any further such
                     dividend or distribution has previously been agreed in
                     writing by the Bank.

       (k)    LOAN NOTES: in respect of Newco only pay any interest in respect
              of the Loan Notes provided that Newco shall pay interest on the
              Loan Notes in accordance with the terns of the Loan Note
              Instrument, so long as:

                     (A)    no sum is due and unpaid under this Agreement;

                     (B)    no Default or Potential Default has occurred and is
                            continuing;

                     (C)    the payment of such interest will not in the period
                            of 6 months immediately following the payment of
                            such interest result in a breach of any of the
                            financial undertakings contained in Clause 15.4.1
                            and the directors of Newco issue a certificate to
                            the Bank to that effect; and

                     (D)    Newco shall have delivered to the Bank one or more
                            Compliance Certificates in relation to the period in
                            respect of which such interest is to be paid
                            (including the provision of any applicable Auditor's
                            confirmation) at least 5 Business Days prior to the
                            date on which such interest on the Loan Notes is to
                            be paid.

       (1)    VARIATION OF TRANSACTION DOCUMENTS: permit or effect any
              variations, novations or amendments to the Loan Note Instrument
              and the Loan Notes; nor

       (m)    OPERATING LEASE PAYMENTS: other than under leases of real
              property, make a payment under any hire agreement, credit sale
              agreement, hire purchase agreement, conditional sale agreement or
              instalment sale and purchase agreement which is not a Finance
              Lease if the aggregate of all such payments made by the Group
              Companies will exceed, in any Financial Year of Newco, pounds
              sterling 200,000

15.4   FINANCIAL UNDERTAKINGS

15.4.1 Newco undertakes to ensure that during the Security Period. unless the
       Bank otherwise agrees:

                                      -42-
<PAGE>
       (a)    PBIDT TO TOTAL DEBT COSTS

              PBIDT shall not be less than 200 per cent of Total Debt Costs for
              each period of 12 months ending on each Quarter Date on or prior
              to the 31st March 2002 and PBITD shall not be less than 250 per
              cent of Total Debt Costs for each period of 12 months ending on
              each Quarter Date after 31st March 2002, the first such 12 month
              period ending on 30 June 2000:

       (b)    LOAN TO PBIDT

              During the periods set out below. the Loan (which, for the purpose
              of this Clause 15.4.1(b), prior to the earlier of (i) practical
              completion of the construction of the cancer centre at Parkside
              and (ii) the opening of the cancer centre at Parkside, shall be
              deemed to exclude the Capex Loan) shall not exceed the following
              percentages of PBIDT:

              (i)    for the period of 3 months ending on 30 June 2000, 550 per
                     cent. (calculated on an annualised basis);

              (ii)   for the period of 6 months ending on 30 September 2000, 550
                     per cent. (calculated on an annualised basis);

              (iii)  for the period of 9 months ending on 31 December 2000. 550
                     per cent. (calculated on an annualised basis);

              (iv)   for each period of 12 months ending on each Quarter Date
                     after 31 December 2000 but on or prior to 31 March 2002,
                     550 per cent.;

              (v)    for each period of 12 months ending on each Quarter Date
                     after 31 March 2002 but on or prior to 31 March 2004, 500
                     per cent.; and

              (vi)   for each period of 12 months ending on each Quarter Date
                     after 31 March 2004, 450 per cent.

       (c)    FINANCE LEASE EXPENDITURE

              no Group Company shall incur any Finance Lease Expenditure if it
              would result in the aggregate Finance Lease Expenditure incurred
              by the Group Companies at any time exceeding pounds sterling
              2,500,000; and

       (d)    CASHFLOW TO TOTAL FUNDING COSTS

              the ratio of Cashflow to Total Funding Costs for each period of 12
              months ending on the 31st December in each year in each year
              shall not be less than 1.25:1.

15.4.2 (a)    If the directors of any Group Company determine at any time during
              the Security Period that the accounting reference date of that
              Group Company has or should be changed or any of the accounting
              principles applied in the preparation of any of the Accounts and
              the Management Accounts shall be different from the Accounting
              Principles, or if as a result of the introduction or
              implementation of

                                     - 43 -
<PAGE>
              any SSAP or FRS or any change in any of them or in any applicable
              law such accounting principles are required to be changed. Newco
              shall promptly give notice to the Bank of that change,
              determination or requirement.

       (b)    If the Bank believes that the financial undertakings set out in
              this Clause 15.4 need to be amended as a result of any such
              change, determination or requirement, Newco shall negotiate with
              the Bank in good faith to amend the existing financial
              undertakings so as to provide the Bank with substantially the same
              protections as the financial undertakings set out in this Clause
              15.4 (but which are not materially more onerous).

       (c)    If Newco and the Bank cannot agree such amended financial
              undertakings within 30 days of that notice, Newco and the Bank
              shall jointly nominate a firm of chartered accountants to settle
              the amended financial undertakings, or in default of such
              nomination the Bank shall request the President for the time being
              of the Institute of Chartered Accountants in England and Wales to
              nominate a firm of chartered accountants for that purpose. Such
              accountants shall act as experts and not arbitrators and their
              decision shall be final and binding on the Parties. The costs of
              such accountants shall be paid by Newco.

15.4.3 The calculation of ratios and other amounts under this Clause 15.4 shall
       be made by the Bank by reference to the latest Accounts and Management
       Accounts of the Group Companies for the Financial Year of Newco. or other
       period in relation to which the calculation falls to be made. Each
       determination of the Bank under this Clause 15.4 shall be conclusive and
       binding on Newco except for any manifest error.

16.    DEFAULT

16.1   DEFAULT

       Each of the following shall be a Default:

       (a)    NON-PAYMENT: Newco does not pay on the due date any amount
              payable by it under this Agreement at the place at and in the
              currency and funds in which it is expressed to be payable unless
              the failure to pay such amount is due solely to administrative or
              technical delays in the transmission of funds and such amount is
              paid within 3 Business Days after its due date for payment; or

       (b)    OTHER DEFAULTS: any Charging Group Company breaches any of its
              obligations under any Financing Document (other than the
              obligations referred to in Clause 16.1(a)) and, if that breach is
              capable of remedy, it is not remedied to the satisfaction of the
              Bank within 7 Business Days after any Charging Group Company
              becomes aware of such breach; or

       (c)    BREACH OF REPRESENTATION OR WARRANTY: any representation, warranty
              or statement made or deemed to be repeated by any Charging Group
              Company under any Financing Document is incorrect when made or
              deemed to have been repeated; or

                                      -44-
<PAGE>
       (d)    UNLAWFULNESS OR REPUDIATION: it is unlawful for any Charging Group
              Company to perform or comply with, or any Charging Group Company
              repudiates, any of its obligations under any Financing Document:
              or

       (e)    CROSS-DEFAULT: any Indebtedness of all or any of the Group
              Companies in excess of, in aggregate, sterling pounds 150,000:

              (i)    is not paid when due or within any originally applicable
                     grace period; or

              (ii)   is declared to be or otherwise becomes due and payable
                     prior to its specified maturity,

                     or any creditor of all or any of the Group Companies
                     becomes entitled to declare any such Indebtedness due and
                     payable prior to its specified maturity due to a default or
                     similar culpable occurrence; or

       (f)    ATTACHMENT OR DISTRESS: a creditor or encumbrancer attaches or
              takes possession of, or a distress, execution, sequestration or
              other process is levied or enforced upon or sued out against, any
              of the assets of any Group Company (having a value of at least
              pounds sterling 20,000) and such process is not discharged within
              7 days save where the same is being contested in good faith and by
              appropriate action and in a manner consistent with legal advice
              (Counsel having advised there is a good prospect of success); or

       (g)    ENFORCEMENT OF SECURITY: any Encumbrance (which in the case of any
              right of set-off, lien or retention of title provision is securing
              Indebtedness in excess of pounds sterling 50,000) over any of the
              assets of any Group Company becomes enforceable: or

       (h)    INABILITY TO PAY DEBTS: any Group Company (other than a Dormant
              Subsidiary):

              (i)    suspends payment of its debts or is unable or admits its
                     inability to pay its debts as they fall due; or

              (ii)   begins negotiations with any class of creditors with a view
                     to the readjustment or rescheduling of any of its
                     Indebtedness which it would not otherwise be able to pay
                     when due; or

              (iii)  proposes or enters into any composition or other
                     arrangement for the benefit of its creditors generally or
                     any class of creditors; or

       (i)    INSOLVENCY PROCEEDINGS: any person takes am action or any legal
              proceedings are started or other steps taken (including the
              presentation of a petition) for:

              (i)    any Group Company (other than a Dormant Subsidiary) to be
                     adjudicated or found insolvent; or

              (ii)   the winding-up or dissolution of any Group Company other
                     than (A) in respect of a Dormant Subsidiary, (B) in
                     connection with a solvent reconstruction, the terms of
                     which have been previously approved in writing by the Bank,
                     or (C) a winding-up petition which

                                     - 45 -
<PAGE>
                     is proved to the satisfaction of the Bank to be frivolous
                     or vexatious and which is, in any event, discharged within
                     14 days of its presentation and before it is advertised, or

              (iii)  the appointment of a trustee, receiver, administrative
                     receiver or similar officer in respect of any Group Company
                     or any of its assets; or

       (j)    ADJUDICATION OR APPOINTMENT: any adjudication is made or in
              relation to any proceeding under Clause 16.1(i)(i) or any order or
              appointment is made under or in relation to any of the proceedings
              referred to in Clause 16.1(ii) or (iii); or

       (k)    ADMINISTRATION ORDER: an application is made to the court for an
              administration order under the Insolvency Act 1986 with respect to
              any Group Company (other than a Dormant Subsidiary); or

       (1)    ANALOGOUS PROCEEDINGS: any event occurs or proceeding is taken
              with respect to any Group Company (other than a Dormant
              Subsidiary) in any jurisdiction to which it is subject which has
              an effect equivalent or similar to any of the events mentioned in
              Clause 16.1(f), (h), (i), (j) or (k); or

       (m)    CESSATION OF BUSINESS: any Group Company (other than a Dormant
              Subsidiary) suspends, ceases or threatens to suspend or cease to
              earn, on all or a substantial part of its business; or

       (n)    CHANGE OF CONTROL: a person (whether alone or together with any
              associated person or persons) becomes the beneficial owner of
              shares in the issued share capital of Newco carrying the right to
              exercise more than 50 per cent. of the votes exercisable at a
              general meeting of Newco (for the purposes of this Clause 16.1(n),
              ASSOCIATED PERSON means, in relation to any person, a person who
              is (i) "acting in concert" (as defined in the City Code on
              Takeovers and Mergers) with that person or (ii) a "connected
              person" (as defined in section 839 of the Income and Corporation
              Taxes Act 1988) of that person), without the prior written consent
              of the Bank; or

       (o)    MATERIAL ADVERSE CHANGE: any event or series of events occur which
              has or would reasonably be expected to have a Material Adverse
              Effect; or

       (p)    REDEMPTION OF SHARES BY NEWCO: Newco, without the prior written
              consent of the Bank, makes any redemption of any of its shares,
              purchases any of its shares or otherwise reduces its issued share
              capital.

16.2   ACCELERATION

       If a Default occurs and remains unremedied the Bank may by notice (a
       DEFAULT NOTICE) to Newco cancel the Facilities and require Newco
       immediately to repay each Loan (including any Fixed Funds Tranche)
       together with accrued interest and all other sums payable under this
       Agreement, whereupon they, shall become immediately due and payable. Upon
       the service of any Default Notice the Bank's obligations to Newco under
       this Agreement shall be terminated and the Term Loan and Guarantee
       Facility Limit, the Capex Facility Limit and the Overdraft Limit shall
       each be reduced to zero.

                                      -46-
<PAGE>
16.3   Immediately upon the Bank serving a Default Notice, Newco shall use its
       reasonable endeavours to procure the release of the Bank from its
       obligations under the Loan Notes Guarantee.

17.    SET-OFF

       The Bank may set off any matured obligation owed by Newco under any
       Financing Document against any obligation (whether or not matured) owed
       by the Bank to Newco, regardless of the place of payment, booking branch
       or currency of either obligation. If the obligations are in different
       currencies, the Bank may convert either obligation at the relevant spot
       rate of exchange of the Bank for the purpose of the set-off.

18.    FEES AND EXPENSES

18.1   EXPENSES

       Newco shall on demand pay all expenses incurred (including legal,
       valuation and accounting fees but, in relation to paragraphs (a) and (b)
       below, only to the extent the same arc reasonable in amount), and any VAT
       on those expenses:

       (a)    by the Bank in connection with the negotiation, preparation and
              execution of the Financing Documents and the other documents
              contemplated by the Financing Documents;

       (b)    by the Bank in connection with the granting of any release, waiver
              or consent or in connection with any amendment or variation of any
              Financing Document; and

       (c)    by the Bank in enforcing, perfecting, protecting or preserving
              (or attempting so to do) any of its rights, or in suing for or
              recovering any sum due from Newco or any other person under any
              Financing Document, or in investigating any possible Default or
              Potential Default.

18.2   ARRANGEMENT FEE

       Newco shall pay to the Bank any arrangement fee in accordance with the
       terms of the Fees Letter. For the avoidance of doubt, all liabilities and
       obligations of Newco under the Fees Letter shall be deemed to be incurred
       under this Agreement and shall be secured by the Security Documents.

18.3   MANAGEMENT FEE

       Newco shall pay to the Bank any annual management fee of pounds sterling
       15,000 per annum the first of such fees to be payable on the first
       anniversary of the date of this Agreement and thereafter on each
       subsequent anniversary of the date of this Agreement.

18.4   COMMITMENT FEE

       Newco shall pay a commitment fee in Sterling to the Bank at the rate of
       1.00 per cent. per annum on the Capex Facility Limit less the aggregate
       of all Capex Advances. The commitment fee shall be calculated on a day to
       day basis and a 365 day year in respect of

                                     - 47 -
<PAGE>
       the Capex Commitment Period and shall be payable in arrear on each
       Quarter Date and also on the last day of the Capex Commitment Period or
       any earlier date on which the Capex Facility Limit equals zero.

18.5   DOCUMENTARY TAXES INDEMNITY

       All stamp, documentary, registration or other like duties or Taxes.
       including any penalties, additions, fines, surcharges or interest
       relating to those duties and Taxes, which are imposed or chargeable on or
       in connection with any Financing Document shall be paid by Newco. The
       Bank shall be entitled but not obliged to pay any such duties or Taxes
       (whether or not they are its primary responsibility). If the Bank does so
       Newco shall on demand indemnify the Bank against those duties and Taxes
       and against any costs and expenses incurred by the Bank in discharging
       them.

18.6   VAT

18.6.1 All payments made by Newco under the Financing Documents are calculated
       without regard to VAT. If any such payment constitutes the whole or any
       part of the consideration for a taxable or deemed taxable supply (whether
       that supply is taxable pursuant to the exercise of an option or
       otherwise) by the Bank, the amount of that payment shall be increased by
       an amount equal to the amount of VAT which is chargeable in respect of
       the taxable supply in question.

18.6.2 No payment or other consideration to be made or furnished to Newco by the
       Bank pursuant to or in connection with any Financing Document or any
       transaction or document contemplated in any Financing Document may be
       increased or added to by reference to (or as a result of any increase in
       the rate of) any VAT which shall be or may become chargeable in respect
       of any taxable supply.

18.7   INDEMNITY PAYMENTS

       Where in any Financing Document Newco has an obligation to indemnify or
       reimburse the Bank in respect of any loss or payment, the calculation of
       the amount payable by way of indemnity or reimbursement shall take
       account of the likely Tax treatment in the hands of the Bank (as
       conclusively determined by the Bank) of the amount payable by way of
       indemnity or reimbursement and of the loss or payment in respect of which
       that amount is payable.

18.8   VALUATIONS AND APPOINTMENTS

18.8.1 The Bank may not more than once in any 12 month period (unless a Default
       is outstanding then it may at any time and from time to time) instruct
       valuers to undertake a valuation of the Properties or any of them and
       Newco shall forthwith on demand pay all reasonable fees, costs and
       expenses of each valuation and shall give to the valuer all such
       assistance as he may reasonably require to carry out any such valuation
       including allowing the valuer free access to the Properties on the valuer
       giving reasonable prior notice that such valuation is to be carried out.

18.8.2 The Bank may at any time and from time to time instruct such independent
       professional advisers as it may deem necessary for the protection of its
       interests under the Financing Documents and Newco shall forthwith on
       demand pay all reasonable fees, costs and expenses of each such
       appointment.

                                     - 48 -
<PAGE>
19     WAIVERS; REMEDIES CUMULATIVE

19.1   NO IMPLIED WAIVERS; REMEDIES CUMULATIVE

       The rights of the Bank: under the Financing Documents

       (a)    may be exercised as often as necessary;

       (b)    are cumulative and not exclusive of its rights under the general
              law; and

       (c)    may be waived only in writing and specifically.

       Delay in exercising or non-exercise of any such right is not a waiver of
       that right.

19.2   EURO CONVENTIONS

       if Sterling is, or is to be, replaced by the euro, the Bank may notify
       Newco that any references in this Agreement to a Business Day, day-count
       fraction or other convention (whether for the calculation of interest,
       determination of payment dates or otherwise) shall, if different, be
       amended to comply with any generally accepted conventions and market
       practice from time to time applicable to euro denominated obligations in
       the London interbank market. Upon such notification, this Agreement shall
       be deemed to be amended accordingly.

20.    MISCELLANEOUS

20.1   SEVERANCE

       if any provision of this Agreement is or becomes illegal, invalid or
       unenforceable in any jurisdiction, that shall not effect:

       (a)    the legality, validity or enforceability in that jurisdiction of
              any other provision of this Agreement; or

       (b)    the legality, validity or enforceability in any other jurisdiction
              of that or any other provision of this Agreement.

20.2   COUNTERPARTS

       This Agreement may be executed in any number of counterparts and this
       shall have the same effect as if the signatures on the counterparts were
       on a single copy of this Agreement.

20.3   THIRD PARTIES

       The parties to this Agreement do not intend that any term of this
       Agreement should be enforceable pursuant to the Contracts (Rights of
       Third Parties) Act 1999.

                                      -49-
<PAGE>
21.    NOTICES

21.1   METHOD

       Each notice or other communication to be given under this Agreement shall
       be given in writing in English and, unless otherwise provided, shall be
       made by fax or letter.

21.2   DELIVERY

       Any notice or other communication to be given by one Party to the other
       under this Agreement shall (unless one Party has by 15 days' notice to
       the other Party specified another address) be given to that other Party
       at the respective addresses given in Clause 21.3.

21.3   ADDRESSES

       The address and fax number of Newco and the Bank are:

       (A)    Newco:

              Global Healthcare Partners Limited
              Nicon House
              2nd Floor
              21 Worship Street
              London EC2A 2DW

              Attention: The Company Secretary
              Fax:       0207 353 7590

       (B)    the Bank:

              The Governor and Company of the Bank of Scotland
              38 Threadneedle Street
              London
              EC2P 2EH

              Attention: Ian Mitchelmore/Brian Gatward
              Fax:       020 7601 6317

21.4   DEEMED RECEIPT

21.4.1 Any notice or other communication given by the Bank shall be deemed to
       have been received:

       (a)    if sent by fax, with a confirmed receipt of transmission from the
              receiving machine, on the day on which transmitted;

       (b)    in the case of a notice given by hand, on the day of actual
              delivery; and

       (c)    if posted, on the second Business Day following the day on which
              it was despatched by first class mail postage prepaid.

                                     - 50 -
<PAGE>
              provided that a notice given in accordance with the above but
              received on a day which is not a Business Day or after normal
              business hours in the place of receipt shall be deemed to have
              been received on the next Business Day.

21.4.2 Any notice or other communication given to the Bank shall be deemed to
       have been given only on actual receipt.

22     ASSIGNMENTS AND TRANSFERS

22.1   BENEFIT OF AGREEMENT

       This Agreement shall be binding upon and enure to the benefit of each
       Party and its successors and assigns.

22.2   ASSIGNMENTS AND TRANSFERS BY NEWCO

       Newco shall not be entitled to assign or transfer any of its rights or
       obligations under this Agreement.

22.3   ASSIGNMENTS AND TRANSFERS BY BANK

22.3.1 Subject to Clause 22.3.2. the Bank may at any time, with the prior
       written consent of Newco (such consent not to be unreasonably withheld or
       delayed), assign any of its rights and benefits under the Financing
       Documents, or transfer any of its rights and obligations under the
       Financing Documents to another Bank; or other financial institution which
       is a Qualifying Bank provided that:

       (a)    the Bank or any other member of the Bank of Scotland Group (as
              defined in Clause 22.3.2 below) shall not assign or transfer to
              more than 3 banks or other financial institutions;

       (b)    the Bank or any other member of the Bank of Scotland Group shall
              retain not less than 50 per cent. of the Loan following any such
              assignment or transfer; and

       (c)    the amount that is assigned or transferred is not less than pounds
              sterling 2,000,000.

22.3.2 Notwithstanding Clause 22.3.1, no consent of Newco shall be required if
       the Bank assigns any of its rights and benefits under the Financing
       Documents or transfers any of its rights and obligations under the
       Financing Documents to any member of the Bank of Scotland Group. For the
       purposes of this Clause 22 BANK OF SCOTLAND Group means The Governor and
       Company of the Bank of Scotland and any of its Subsidiaries from time to
       time.

22.4   CONSEQUENCES OF TRANSFER

       Newco shall be under no obligation to pay any greater amount under this
       Agreement following an assignment or transfer by the Bank of any of its
       rights or obligations pursuant to this Clause 22 if, in the circumstances
       existing at the time of such assignment or transfer, such greater amount
       would not have been payable but for the assignment or transfer.

                                      -51-
<PAGE>
22.5   DISCLOSURE OF INFORMATION

       The Bank may disclose to its professional advisors, any member of the
       Bank of Scotland Group, and to any person with whom it is proposing to
       enter, or has entered into, any kind of assignment, transfer, novation or
       participation in relation to this Agreement, any information which the
       Bank has acquired, under or in connection with any financing Document.
       provided that such assignee, transferee or sub-participant agrees to keep
       such information confidential.

23.    INDEMNITIES

23.1   BREAKAGE COSTS INDEMNITY

       Newco shall indemnify the Bank on demand against any loss or expense
       (including any loss or expense on account of funds borrowed, contracted
       for or utilised to fund any amount payable under this Agreement, any
       amount repaid or prepaid under this Agreement or any Advance but
       excluding loss of Margin) which the Bank; has sustained or incurred as a
       consequence of:

       (a)    an Advance not being made following the service of a Drawdown
              Notice (except as a result of the failure of the Bank to comply
              with its obligations under this Agreement);

       (b)    the failure of Newco to make payment on the due date of any sum
              due under this Agreement;

       (c)    the occurrence of any Default or the operation of Clause 16.2, or

       (d)    any prepayment or repayment of an Advance otherwise than on an
              Interest Date relative to that Advance.

23.2   CURRENCY INDEMNITY

23.2.1 Any payment made to or for the account of or received by the Bank in
       respect of any moneys or liabilities due, arising or incurred by Newco to
       the Bank in a currency (the CURRENCY OF PAYMENT) other than the currency
       in which the payment should have been made under this Agreement (the
       CURRENCY OF OBLIGATION) in whatever circumstances (including as a result
       of a judgment against Newco) and for whatever reason shall constitute a
       discharge to Newco only to the extent of the Currency of Obligation
       amount which the Bank is able on the date of receipt of such payment (or
       if such date of receipt is not a Business Day, on the next succeeding
       Business Day) to purchase with the Currency of Payment amount at its spot
       rate of exchange (as conclusively determined by the Bank) in the London
       foreign exchange market.

23.2.2 If the amount of the Currency of Obligation which the Bank is so able to
       purchase falls short of the amount originally due to the Bank under this
       Agreement, then Newco shall immediately on demand indemnify the Bank
       against any loss or damage arising as a result of that shortfall by
       paying to the Bank that amount in the Currency of Obligation certified by
       the Bank: as necessary so to indemnify it.

                                     - 52 -
<PAGE>
23.3   GENERAL

23.3.1 Each indemnity in this Clause 23 shall constitute a separate and
       independent obligation from the other obligations contained to this
       Agreement, shall give rise to a separate and independent cause of action,
       shall apply irrespective of any indulgence granted from time to time and
       shall continue in full force and effect notwithstanding any judgment or
       order for a liquidated sum or sums in respect of amounts due under this
       Agreement or under any such judgment or order.

23.3.2 The certificate of the Bank; as to the amount of any loss or damage
       sustained or incurred by it shall be conclusive and binding on Newco
       except for any manifest error.

24.    LAW

       This Agreement is governed by and shall be construed in accordance with
       English law.

IN WITNESS whereof the Parties have caused this Agreement to be duly executed on
the date set out above.

                                      -53-
<PAGE>
                                   SCHEDULE 1

                              CONDITIONS PRECEDENT

The conditions referred to in Clause 4.1 are as follows:

1.     DELIVERY OF CERTIFIED COPIES

       The Bank shall have received a Certified Copy of each of the following
       in form and substance satisfactory to it:

       (a)    the certificate of incorporation (and any relative certificate of
              incorporation on change of name) of USPI and each of the companies
              listed in Part I of Schedule 3;

       (b)    the memorandum and articles of association of each of USPI and the
              companies listed in Part I of Schedule 3;

       (c)    the minutes of a meeting of the board of directors of USPI and
              each of the companies listed in Part I of Schedule 3:

              (i)    approving and authorising the execution, delivery and
                     performance of each Transaction Document to which it is to
                     be a party on the terms and conditions of those documents
                     subject always, where appropriate, to the provisions of
                     sections 151 to 158 (inclusive) of the Act:

              (ii)   showing that the relevant board meeting was quorate, that
                     due consideration was given by all the relevant directors
                     present of the relevant company's obligations and
                     liabilities arising under those documents and that all
                     declarations of interests required in connection with any
                     Transaction Document to which it is to be a party were
                     made; and

              (iii)  authorising any director whose name and specimen signature
                     is set out in those minutes or in a separate certificate to
                     sign or otherwise attest the execution of those documents
                     and any other documents to be executed or delivered
                     pursuant to those documents; and

       (d)    the statutory declarations made for the purpose of section 155 of
              the Act in the prescribed form by all of the directors of each of
              the companies listed in Part I of Schedule 3 (with the exception
              of Newco) together with a Certified Copy of each statutory report
              by the auditors of each of those companies required under section
              156(4) of the Act and a special resolution of the members of
              Aspen; and

       (e)    the register of directors of each of the companies listed in
              Part I of Schedule 3 and the register of members of Aspen;

       (f)    each of the following documents duly executed by the parties
              thereto:

              (i)    the Acquisition Documents;

              (ii)   the Disclosure Letter;

              (iii)  Employment Contract; and

              (iii)  the Loan Notes Instrument;

                                     - 54 -
<PAGE>
       (g)    a special resolution of the members of Aspen amending the articles
              of association of Aspen so as to remove the pre-emption rights on
              transfer of shares; and

       (h)    a special resolution of the members of Aspen Healthcare Limited
              amending the memorandum of association of Aspen Healthcare Limited
              so as to include a power to charge in support of guarantee.

2.     DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC.

       The Bank shall have received each of the following in form and substance
       satisfactory to it:

       (a)    in relation to Aspen, the Management Accounts for the two month
              period ending on 28 February 2000 and its Accounts for the
              Financial Year ending 31st December 1999;

       (b)    written details of Newco's working capital arrangements and its
              proposals for funding the cancer centre at Parkside together with
              details of Newco's base capital expenditure programme for the
              period to 31st December 2001 and written details of the Group's
              businesses and operations for the 2 Financial Years of the Group
              up to (and including) the Financial Year ending 31 December 2002;

       (c)    a pro forma balance sheet of Newco showing its balance sheet after
              its acquisition of the Aspen Shares;

       (d)    evidence that an interest rate management strategy has been
              agreed;

       (e)    evidence that Newco has contributed a minimum of pounds sterling
              21,351,000 from its own resources (obtained by way of subordinated
              debt and/or the proceeds of the subscription for shares in Newco)
              towards the acquisition of the Aspen Shares;

       (f)    a letter from the Auditors addressed to the Bank, confirming that
              they are aware of the provisions of Clauses 1 and 15.4.1 of this
              Agreement;

       (g)    the arrangement fee and initial management fee payable on the date
              of this Agreement in accordance with Clauses 18.2 and 18.3;

       (h)    a legal opinion from Messrs Akin, Gump, Strauss, Hauer & Feld in
              relation to USPI and matters of Delaware and Texas law;

       (i)    evidence of the appointment by USPI of agents for service of
              process in relation to the USPI Guarantee;

       (j)    evidence of the effective release and discharge of all mortgages,
              charges and liens affecting Newco's interests in the Properties;

       (k)    appropriate land registry application forms duly completed and
              accompanied by all necessary Land Registry fees;

       (l)    the results of H.M. Land Registry Searches in favour of the Bank,
              on the appropriate forms against all of the registered titles
              comprising Newco's interests in the Properties giving not less
              than ten Business Days' priority beyond the date of the Guarantee
              and Debenture and showing no adverse entries; and

                                      -55-
<PAGE>
       (m)    all necessary P.D. Forms in relation to any stamp duty (including
              any denoting fees) payable in connection with the transfer of the
              Properties to Newco duly completed accompanied by that stamp duty

3.     DELIVERY OF SECURITY DOCUMENTS

       The Bank shall have received each of the following in form and substance
       satisfactory to it:

       (a)    a Guarantee and Debenture duly executed by each of the companies
              listed in Part 1 of Schedule 4:

       (b)    the USPI Guarantee; and

       (c)    the Intercreditor Agreement duly executed by the parties thereto,

       together with, in each case, all documents deliverable with them.

                                      -56-
<PAGE>
                                   SCHEDULE 2

                                     PART 1

                                 DRAWDOWN NOTICE

To:   THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
From: GLOBAL HEALTHCARE PARTNERS LIMITED


                                                                         *[date]



Dear Sirs,

CREDIT AGREEMENT DATED *(THE CREDIT AGREEMENT)

Terms defined in the Credit Agreement have the same meaning in this notice.

We request the Advance to be drawn down under the Credit Agreement as follows:

1.     Advance: Term Advance/Capex Advance

2.     Amount of Advance:

3.     Drawdown Date:

4.     Duration of Interest Period:

5.     Payment instructions:
       (if applicable)

We confirm that today and on the Drawdown Date:

(a)    the representations and warranties in Clause 14 to be repeated are and
       will be correct; and

(b)    no Default or Potential Default has occurred and is continuing or will
       occur on the making of the Advance.

SIGNED




For and on behalf of
GLOBAL HEALTHCARE PARTNERS LIMITED

(a company incorporated in England and Wales under number 3952340)

                                     - 57 -
<PAGE>
                                   SCHEDULE 2

                                     PART II

                     LOAN NOTES GUARANTEE UTILISATION NOTICE

To:   THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
From: GLOBAL HEALTHCARE PARTNERS LIMITED

                                                                         *[date]




Dear Sirs,

CREDIT AGREEMENT DATED *(THE CREDIT AGREEMENT)

Terms defined in the Credit Agreement have the same meaning in this notice.

We hereby request the Loan Notes Guarantee to be issued under the Term Loan and
Guarantee Facility in the agreed form:

(a)    Issue Date:

(b)    Amount of Loan Notes Guarantee:

(c)    Expiry date of Loan Notes Guarantee: 30th September 2003

We confirm that today and on the Issue Date:

(i)    the representations and warranties in Clause l4 to be repeated are and
       will be correct; and

(ii)   no Default or Potential Default has occurred and is continuing or will
       occur on the issue of the Loan Notes Guarantee

SIGNED

For and on behalf of
GLOBAL HEALTHCARE PARTNERS LIMITED

(a company incorporated in England and Wales under number 3952340)

                                     - 58 -
<PAGE>
                                   SCHEDULE 3

                                    THE GROUP

                        PART I - CHARGING GROUP COMPANIES

NAME                       JURISDICTION OF INCORPORATION         SHARES OWNED BY
                           AND REGISTERED NUMBER

Newco                      England and Wales                     USPI
                           Registered Number 3952340

Aspen                      England & Wales                       Newco
                           Registered number 3471084

Aspen Healthcare Limited   England & Wales                       Aspen
                           Registered number 2140182



                         PART II - DORMANT SUBSIDIARIES
<TABLE>
<CAPTION>

<S>                          <C>                             <C>
NAME                         JURISDICTION OF INCORPORATION   SHARES OWNED BY
                             AND REGISTERED NUMBER

Paracelsus England Limited   England and Wales               Aspen Healthcare Limited
                             Registered number 1913617

Parkside Hospital Limited    England and Wales               Aspen Healthcare Limited
                             Registered number 1328198

Holly House Hospital         England and Wales               Aspen Healthcare Limited
Limited                      Registered number 1340973

Hillside Holdings Limited    England and Wales               Aspen Healthcare Limited
                             Registered number 2320361

Hillside Hospital Limited    England and Wales               Aspen Healthcare Limited
                             Registered number 2292605
</TABLE>

                                      -59-
<PAGE>
                                   SCHEDULE 4

                               MANDATORY COST RATE

(a)    The Mandatory Cost Rate for an Advance for each Interest Period shall be
       the rate calculated by the Bank in accordance with the following formula:

       Mandatory Cost Rate = BY + S(Y- Z) + F x 0.01% per annum
                             -----------------------
                                    100-(B+S)

       where on the day of application of the formula:

       B      is the percentage of the Bank's eligible liabilities (in excess
              of any stated minimum) which the Bank of England requires the
              Bank to hold on a non-interest-bearing deposit account in
              accordance with its cash ratio requirements;

       Y      is LIBOR for the relevant Interest Period;

       S      is the percentage of the Bank's eligible liabilities which the
              Bank of England requires the Bank to place as a special deposit;

       Z      is the interest rate per annum allowed by the Bank of England on
              special deposits; and

       F      is the charge payable by the Bank to the Financial Services
              Authority under the Fees Regulations expressed in pounds per
              pounds sterling 1 million of the fee base of the Bank.

(b)    For the purposes of this Schedule:

       (i)    ELIGIBLE LIABILITIES and SPECIAL DEPOSITS have the meanings given
              to them at the time of application of the formula by the Bank of
              England;

       (ii)   FEE BASE has the meaning given to it in the Fees Regulations; and

       (iii)  FEES REGULATIONS means any regulations governing the payment of
              fees for banking supervision.

(c)    In the application of the formula, B, Y, S and Z shall be included in the
       formula as figures and not as percentages, e.g. if B = 0.5% and Y = 15%.
       BY is calculated as 0.5 x 15.

(d)    (i)    The formula shall be calculated on the first day of the relevant
              Interest Period.

       (ii)   Each rate calculated in accordance with the formula shall, if
              necessary, be rounded upward to 4 decimal places.

(e)    If the Bank determines that a change in circumstances has rendered, or
       will render, the formula inappropriate, the Bank shall notify Newco of
       the manner in which the Mandatory Cost Rate will subsequently be
       calculated. The manner of calculation so notified by the Bank shall, in
       the absence of manifest error, be binding on the Parties.

                                     - 60 -
<PAGE>
                                   SCHEDULE 5

                                 THE PROPERTIES

1.     All freehold land known as Holly House Hospital, High Road, Buckhurst
       Hill, registered at H.M. Land Registry under title number EX193541.

2.     All freehold land known as 25 High Road, Buckhurst Hill, registered at
       H.M. Land Registry under title number EX508759.

3.     All freehold land lying to the east of Parkside, Wimbledon. registered at
       H.M. Land Registry under title number TGL111982.

4.     All freehold land known as 53 Parkside, Wimbledon, registered at
       H.M. Land Registry under title number SY135685.

5.     All freehold land known as 49 Parkside, Wimbledon, registered at
       H.M. Land Registry under title number SGL345299.

                                     - 61 -
<PAGE>
                                   SCHEDULE 6

                         FIXED RATE CONFIRMATION NOTICE

To:  Global Healthcare Partners Limited
     Nicon House
     2nd Floor
     21 Worhip Street
     London EC2A 2DW

                                                                  Date:



                     FIXED RATE OPTION - CONFIRMATION NOTICE

We refer to our credit agreement dated [ ] (the AGREEMENT). Terms defined
therein shall have the same meanings in this Fixed Rate Confirmation Notice.

We refer to the Term Advance(s) to be converted and confirm that, as agreed
between us, the interest rate applicable to such Fixed Rate Funds will be [ ]
per cent per annum for the Fixed Rate Period of [ ] months.

Please countersign, date and return to us the duplicate of this Fixed Rate
Confirmation Notice to record the terms of the agreed interest rate and Fixed
Rate Period.

Any failure to countersign shall not in any way affect the operation of the
provision of clause 7.4 of the Agreement and the fixed rate referred to above
shall apply notwithstanding any such failures.

Yours faithfully,




_________________________
For and on behalf of
THE GOVERNOR AND COMPANY
OF THE BANK OF SCOTLAND




Countersigned and acknowledged for and on behalf of Global Healthcare Partners
Limited

_________________________                       Date ___________________________
Director/Secretary

                                     - 62 -
<PAGE>
NEWCO


SIGNED by                      )
/s/ ILLEGIBLE                  )
for and on behalf of           )
GLOBAL HEALTHCARE              )
PARTNERS LIMITED               )





THE BANK

SIGNED by                      )
/s/ BRIAN EDWARD GATWARD       )
for and on behalf of           )
THE GOVERNOR AND COMPANY       )
OF THE BANK OF SCOTLAND        )

                                     - 63 -