EXHIBIT 10.14

      THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THE SECURITIES EVIDENCED
      HEREBY, NOR ANY INTEREST THEREIN, MAY BE OFFERED, SOLD, TRANSFERRED,
      ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS EITHER (I) THERE IS AN
      EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND LAWS RELATING THERETO
      OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER
      EVIDENCE, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
      CORPORATION, STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

                  UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

                    Convertible Subordinated Promissory Note

$3,287,234                                                          June 1, 1999

      UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware corporation
(hereinafter called the "Corporation"), for value received, hereby promises to
pay to Baylor Health Services, a Texas non-profit corporation, the principal sum
of Three Million Two Hundred Eighty Seven Thousand Two Hundred Thirty Four
Dollars ($3,287,234) on June 1, 2007 (subject to applicable restrictions set
forth in Section 12 hereof), and to pay interest (computed on the basis of a
365-day year) from the date hereof on the unpaid principal amount hereof at the
rate of 5.07% per annum, payable quarterly in arrears on the first day of
January, April, July and October of each year (each said day being an "Interest
Payment Date"), commencing on July 1, 1999 and until the date the outstanding
principal amount hereof shall have become due and payable in full, whether at
maturity or by acceleration or otherwise. If the principal amount hereof shall
not be paid when the same shall have become due and payable in full, whether at
maturity or by acceleration or otherwise, then such overdue principal amount and
(to the extent permitted by applicable law) any overdue interest shall thereupon
bear interest until paid in full at a floating rate per annum equal to the
lesser of (a) 2% plus the "prime rate" from time to time published in the Wall
Street Journal or (b) the maximum rate permitted under applicable law, as and
when amended from time to time.

      All payments of principal and interest on this Convertible Subordinated
Promissory Note ("Note") shall be in such coin or currency of the United States
of America as at the time of payment shall be legal tender for payment of public
and

                                        1
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private debts, and shall be made at the offices of the person deemed the holder
hereof in accordance with Section 4 below.

      1. CONVERSION OF THE NOTE.

      (a) The holder of this Note shall have the right, at such holder's option,
at any time to convert, subject to the terms and provisions of this Section 1,
the principal of this Note or any portion hereof into shares of Class A Common
Stock, par value $.01 per share (the "Common Stock"), of the Corporation at a
price of $3.50 per share or, in case of an adjustment of such price has taken
place pursuant to the provisions of paragraph (d) below, then at the price as
last adjusted (referred to herein as the "Conversion Price") , upon surrender of
the Note to the Corporation at any time during normal business hours together
with written notice (hereinafter referred to as the "Conversion Notice") that
the holder elects to convert this Note into such Common Stock in accordance with
the provisions of this Section 1, and specifying the name or names in which the
shares of stock issuable upon conversion shall be registered, together with the
addresses of the persons so named, and, if any such name is different from the
holder's name, shall be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Corporation duly executed by the registered
holder and the documents described in Section 2. Upon surrender of any Note
which is to be converted in part only, the Corporation shall execute and deliver
to the holder thereof, at the expense of the Corporation, a new Note in
principal amount equal to the unconverted portion of the Note so surrendered.

      (b) As promptly as practicable after the surrender, as herein provided, of
this Note for conversion and the receipt of the Conversion Notice relating
thereto, the Corporation shall deliver to or upon the written order of the
holder of the Note so surrendered certificates representing the number of fully
paid and non-assessable shares of Common Stock of the Corporation into which
this Note may be converted in accordance with the provisions of this Section 1
and a new Note for any unconverted portion of the principal amount. Such
conversion shall be deemed to have been made at the close of business on the
date that such Note shall have been surrendered for conversion together with the
Conversion Notice, so that the rights of the holder of the portion of this Note
that is so converted shall cease at such time (with respect to such converted
portion) and the person or persons entitled to receive the shares of Common
Stock upon conversion of such Note shall be treated for all purposes as having
become the record holder or holders of such shares of Common Stock at such time,
and such conversion shall be at the Conversion Price in effect at such time.

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<PAGE>
      (c) Except as provided in paragraph (d) below, no adjustments in respect
of dividends shall be made upon the conversion of any Note.

      (d) The Conversion Price shall be adjusted as follows:

            (i) In case the Corporation shall at any time (A) make a subdivision
of shares of Common Stock outstanding or (B) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock. In any such case the
Conversion Price in effect immediately prior to such action shall be
proportionately decreased, and in case the Corporation shall at any time combine
the shares of Common Stock outstanding, the Conversion Price in effect
immediately prior to such combination shall be proportionately increased. An
adjustment made pursuant to this clause (i) of paragraph (d) shall, in the case
of a subdivision or combination, become effective retroactively on the effective
date thereof and shall, in the case of such a dividend or distribution, become
effective retroactively immediately on the record date for the determination of
stockholders entitled thereto.

            (ii) In case the Corporation shall, by dividend or otherwise,
distribute to all holders of its Common Stock, or to all holders of the
Corporation's Common Stock, par value $.01 per share (the "Conversion Common"),
evidences of its indebtedness, shares of any class of capital stock (other than
Common Stock), cash or assets (including securities, but excluding (A) any
rights or warrants entitling the holders thereof to subscribe for or purchase
shares of Common Stock or other securities at a price per share less than the
fair market value thereof at the time such rights or warrants are issued, (B)
any dividend or distribution paid exclusively in cash out of the retained
earnings of the Corporation and (C) any dividend or distribution referred to in
clause (i) above). In any such case the Conversion price shall be reduced by
multiplying the Conversion price in effect immediately prior to the
effectiveness of such distribution by a fraction, (x) the numerator of which
shall be the current fair market price per share of the Common Stock on such
date less the fair market value of the portion of the evidences of indebtedness,
shares of capital stock, cash and assets so distributed that is directly or
indirectly applicable to one share of Common Stock, and (y) the denominator of
which shall be the current fair market price per share on such date. Any
reduction in the Conversion price pursuant to this clause (ii) shall become
effective immediately prior to the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such
distribution.

            (iii) In case the Corporation shall issue capital stock at a net
price per share or unit less than the fair market value per share of such
capital stock or unit on the date

                                       -3-
<PAGE>
the Corporation fixes the offering price of such additional shares or units. In
any such case the Conversion Price shall be reduced immediately thereafter so
that it shall be equal to the price determined by multiplying the Conversion
Price in effect immediately prior thereto by a fraction, (x) the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to the issuance of such additional capital stock or units plus the number
of shares of Common Stock that would be purchased (at the then current fair
market value per share of the Common Stock) with the aggregate sales price of
the shares of additional capital stock or units so issued, and (y) the
denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such additional shares or units plus the
number of shares of Common Stock that would be purchased (at the then current
fair market value per share of the Common Stock) with the aggregate sales price
that would have been received by the Corporation for such shares of additional
shares of capital stock or units if they had been offered and sold at their fair
market value. Such adjustment shall be made successively whenever such an
issuance is made. For purposes of this clause (iii) the number of shares of
stock at any time outstanding shall not include shares held in the treasury of
the Corporation, but shall include shares issuable in respect of script
certificates issued in lieu of fractions of shares of Common Stock. This clause
(iii) shall not apply to (A) Common Stock issued under bona fide benefit plans
adopted by the Board of Directors for the benefit of the Corporation's
directors, employees, consultants and advisors and, to the extent required by
law, approved by the holders of Common Stock, (B) issuances of shares of stock
upon the exercise of rights or options or the conversion of convertible
securities where the exercise price of such rights or options or the conversion
price of such convertible securities was at or above the fair market price per
share of such securities at the time such rights, options or convertible
securities were initially issued, (C) issuances of equity securities (including
options for and securities convertible into equity securities) at a price
committed to (whether such commitment is legally binding or not) in connection
with a proposed transaction where the price so committed to was at or above the
fair market price of such securities at the time of such commitment and the
securities are actually issued within six months after the date of such
commitment.

            Until such time as the Common Stock is publicly traded, the fair
market price of the Corporation's securities, and all other determinations of
fair market value required by this paragraph (d), shall be as determined by the
Board of Directors of the Corporation in good faith, which determination shall
be described in a resolution of the Board of Directors.

            (e) Whenever the Conversion Price is adjusted, pursuant to paragraph
(d) above, the Corporation shall promptly cause a notice to be given to the
holder of this Note at its

                                       -4-
<PAGE>
address appearing on the Note registry books, which notice will state the
adjusted Conversion Price, the number of shares of Common Stock or other
securities, cash or property issuable upon conversion of this Note resulting
from such adjustment, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.

            (f) No fractional shares or script representing fractional shares
shall be issued upon the conversion of this Note and, if the conversion of the
Note results in a fraction, in lieu of any such fractional share the Company
shall pay cash equal to such fraction multiplied by the then effective
Conversion Price.

            (g) In case of any reorganization, reclassification or change of
outstanding shares of Common Stock issuable upon conversion of the Notes
(including any conversion of Common Stock into the Conversion Common pursuant to
the Corporation's Certificate of Incorporation) or in case of any consolidation
or merger of the Corporation with or into another corporation (other than a
merger in which the Corporation is the continuing corporation and which does not
result in any reclassification or change of outstanding shares of Common Stock)
or in case of any sale or conveyance to another corporation of the property of
the Corporation as an entirety or substantially as an entirety, then prior to
and as a condition to any such reorganization, reclassification, consolidation,
merger or sale, lawful and adequate provision shall be made whereby the holder
of this Note shall have the right thereafter to convert this Note into the kind
and amount of shares of stock and other securities and property receivable upon
such reorganization, reclassification, change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock of the
Corporation into which such Note might have been converted immediately prior to
such reorganization, reclassification, change, consolidation, merger, sale or
conveyance and in any such case appropriate provision shall be made with respect
to the rights and interest of the holder of this Note to the end that the
provisions hereof shall thereafter be applicable, as nearly as may be, in
relation to any such shares of stock, securities or assets thereafter
deliverable upon the exercise of such conversion rights. In the event of a
merger or consolidation of the Corporation as a result of which a greater or
lesser number of shares of Common Stock of the surviving corporation are
issuable to holders of Common Stock outstanding immediately prior to such merger
or consolidation, the Conversion Price shall be adjusted in the same manner as
though there were a subdivision or combination of the outstanding shares of
Common Stock of the Corporation. The Company shall not effect any such
consolidation, merger or sale unless prior to or simultaneously with the
consummation thereof the survivor or successor corporation (if other than the
Corporation) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume, by written instrument executed and sent to
the

                                       -5-
<PAGE>
holder of this Note, the obligation to deliver to such holder shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to receive, and containing the express assumption by such
successor corporation of the due and punctual performance and observance of
every provision of this Note to be performed and observed by the Corporation and
of all liabilities and obligations of the Corporation hereunder. The provisions
of this paragraph (g) shall apply to successive reorganizations,
reclassifications, consolidations, mergers and sales.

            (h) The Corporation covenants that it will at all times reserve and
keep available out of its authorized Common Stock, solely for the purpose of
issuance upon conversion of this Note as herein provided, such number of shares
of Common Stock as shall then be issuable upon the conversion of this Note. The
Corporation covenants that all shares of Common Stock which shall be so issuable
shall be duly and validly issued, fully paid and non-assessable.

            (i) The issuance of certificates for shares of Common Stock upon the
conversion of this Note shall be made without charge to the converting holder
for any tax in respect of the issuance of such certificates; provided, however,
that the Corporation shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of any such
certificate in a name other than that of the holder of the Note converted.

            (j) In the event that this Note is assigned, the provisions of this
Section 1 shall terminate and be of no further force or effect, but the
termination of this Section 1 shall not affect the other obligations of the
Corporation under this Note; provided, however that this paragraph (j) shall not
apply to an assignment to Baylor Health Care System Foundation or to any party
to which the initial holder is entitled to assign its membership interest in
Texas Health Ventures Group L.L.C. pursuant to the terms of said entity's Second
Amended and Restated Regulations, dated as of June 1, 1999 (as hereinafter
amended).

            (k) The Corporation will at no time close its transfer books against
the transfer of any Common Stock or any other securities issued or issuable upon
the conversion of this Note in any manner which interferes with the timely
conversion of this Note.

            (l) So long as this Note is outstanding, the Corporation shall give
to the holder of this Note written notice at least 15 days prior to the proposed
record or effective date of (i) any dividend to be paid with respect to any of
the Corporation's shares of capital stock, (ii) any proposed initial public
offering (as described in paragraph (a) in Section 5

                                       -6-
<PAGE>
below), and (iii) any consolidation, merger, sale of assets or similar
transaction by the Corporation with or in to another entity (other than such a
transaction in which the stockholders of the Corporation immediately prior to
such transaction own in excess of 50% of the voting capital stock of the
Corporation outstanding immediately after the effective date of such transaction
in the same proportions in which such shares were held immediately prior to such
transaction).

      2. TRANSFER, ETC. OF NOTES. The Corporation shall keep at its office or
agency maintained as provided in paragraph (a) of Section 6 a register in which
the Corporation shall provide for the registration of this Note and for the
registration of transfer and exchange of this Note. The holder of this Note may,
at its option, and either in person or by duly authorized attorney, surrender
the same for registration of transfer or exchange at the office or agency of the
Corporation maintained as provided in paragraph (a) of Section 6 and, without
expense to such holder (except for transfer taxes, if any, imposed in connection
therewith), receive in exchange therefor a Note or Notes each in such
denomination or denominations as such holder may request (which denominations
shall be $100,000 or an integral multiple thereof, except for any balance which
may be less than $100,000), dated as of the date to which interest has been paid
on the Note or Notes so surrendered for transfer or exchange, for the same
aggregate principal amount as the then unpaid principal amount of the Note or
Notes so surrendered for transfer or exchange, and registered in the name of
such person or persons as may be designated by such holder. This Note, when
presented or surrendered for registration of transfer or exchange, shall be duly
endorsed, or shall be accompanied by a written instrument of transfer,
satisfactory in form to the Corporation, duly executed by the holder of such
Note or his attorney duly authorized in writing. Every Note so made and
delivered in exchange for this Note shall in all other respects be in the same
form and have the same terms as this Note. No transfer or exchange of any Note
shall be valid unless made in the foregoing manner at such office or agency.

      3. LOSS, THEFT, DESTRUCTION OR MUTILATION OF NOTE. Upon receipt of
evidence satisfactory to the Corporation of the loss, theft, destruction or
mutilation of this Note and, in the case of any such loss, theft or destruction,
upon receipt of an affidavit of loss and indemnity from the holder hereof
reasonably satisfactory to the Corporation or, in the case of any such
mutilation, upon surrender and cancellation of this Note, the Corporation will
make and deliver, in lieu of this Note, a new Note of like tenor and unpaid
principal amount and dated as of the date to which interest has been paid on
this Note.

      4. PERSONS DEEMED OWNERS; HOLDERS. The Corporation may deem and treat the
person or entity in whose name this Note

                                       -7-
<PAGE>
is registered as the owner and holder of this Note for the purpose of receiving
payment of principal of and interest on this Note and for all other purposes
whatsoever, whether or not this Note shall be overdue. With respect to any Note
at any time outstanding, the term "holder" as used herein shall be deemed to
mean the person or entity in whose name such Note is registered as aforesaid at
such time.

      5. PREPAYMENTS. The Corporation may prepay this Note as follows:

            (a) MANDATORY PREPAYMENT. Except as and to the extent expressly
prohibited by applicable law, the Corporation shall prepay the principal amount,
plus accrued and unpaid interest, of all Notes which shall then be outstanding
upon the consummation by the Corporation of an initial public offering of its
Common Stock, par value $.01 per share, registered under the Securities Act of
1933, as amended.

            (b) OPTIONAL PREPAYMENT. At any time after the occurrence of an
"Event of Dissolution" as such term is defined in the Second Amended and
Restated Regulations, dated as of June 1, 1999 of Texas Health Ventures Group
L.L.C., a Texas limited liability company, the Corporation may, at its option,
prepay this Note, without penalty, in whole or in part, by paying the principal
amount to be prepaid plus all accrued but unpaid interest thereon. If such Event
of Dissolution occurred pursuant to Section 13.1(d) of said Second Amended and
Restated Regulations (or any successor provision), the holder of this Note may,
at its option (and regardless of whether the Corporation exercises its option
pursuant to the preceding sentence), require the Corporation to prepay this
Note, without penalty, in whole or in part, by paying the principal amount to be
prepaid plus all accrued but unpaid interest thereon. Any date on which the
Corporation elects or is required to prepay any of the Notes as provided in this
paragraph (b) and each date on which the Corporation shall be required to prepay
the Notes as provided in paragraph (a) above shall be referred to as a
"Prepayment Date."

            (c) NOTICE OF PREPAYMENT. Not less than 30 days prior to a
Prepayment Date, written notice shall be given by registered or certified mail
or by overnight courier to the holders of record of the Notes to be prepaid,
such notice to be addressed to each such holder at his post office address as
shown by the records of the Corporation, specifying the dollar amount to be
prepaid, the paragraph or paragraphs of this Note pursuant to which such
prepayment shall be made, and the date of such prepayment, which date shall not
be a day on which the banks of New York are required or authorized to be closed.
Upon notice of prepayment being given as aforesaid, the Corporation covenants
and agrees that it will prepay, on the date therein fixed for

                                       -8-
<PAGE>
prepayment, this Note or the portion hereof, as the case may be, so called for
prepayment, at the prepayment price determined in accordance with paragraph (a)
or (b) above. A prepayment of less than all of the outstanding principal amount
of this Note shall not relieve the Corporation of its obligation to make
scheduled payments of interest payable in respect of the principal remaining
outstanding on the Interest Payment Dates.

            (d) ALLOCATION OF ALL PAYMENTS. In the event of any partial payment
of less than all of the interest then due on the Notes then outstanding or any
prepayment, purchase, redemption or retirement of less than all of the
outstanding principal amount of the Notes, the Corporation will allocate the
amount of interest so to be paid and the principal amount so to be prepaid,
purchased, redeemed or retired to each Note in proportion, as nearly as may be,
to the aggregate principal amount of all Notes then outstanding.

            (e) INTEREST AFTER DATE FIXED FOR PREPAYMENT. If this Note or a
portion hereof is called for prepayment as herein provided, this Note or such
portion shall cease to bear interest on and after the date fixed for such
prepayment unless, upon presentation for such purpose, the Corporation shall
fail to pay this Note or such portion, as the case may be, in which event this
Note or such portion, as the case may be, and, so far as may be lawful, any
overdue installment of interest, shall bear interest on and after the date fixed
for such prepayment and until paid at the rate per annum provided herein.

            (f) SURRENDER OF NOTE; NOTATION THEREON. Upon any prepayment of a
portion of the principal amount of this Note, the holder hereof, at its option,
may require the Corporation to execute and deliver at the expense of the
Corporation (other than for transfer taxes, if any), upon surrender of this
Note, a new Note registered in the name of such person or persons as may be
designated by such holder for the principal amount of this Note then remaining
unpaid, dated as of the date to which the interest has been paid on the
principal amount of this Note then remaining unpaid, or may present this Note to
the Corporation for notation hereon of the payment of the portion of the
principal amount of this Note so prepaid.

      6. COVENANTS. The Corporation covenants and agrees that, so long as this
Note shall be outstanding:

            (a) MAINTENANCE OF OFFICE. The Corporation will maintain an office
or agency in such place in the United States of America as the Corporation may
designate in writing to the registered holder hereof, where this Note may be
presented for registration of transfer and exchange as herein provided, where

                                      -9 -
<PAGE>
notices and demands to or upon the Corporation in respect of this Note may be
served and where, at the option of the holder thereof, this Note may be
presented for payment. Until the Corporation otherwise notifies the holder of
this Note, said office shall be the principal office of the Corporation at 17103
Preston Road, Suite 190 North, Dallas, Texas 75248.

            (b) CORPORATE EXISTENCE. The Corporation will do or cause to be done
all things necessary and lawful to preserve and keep in full force and effect
its corporate existence, rights and franchises and the corporate or partnership
existence, rights and franchises of each of its subsidiaries; PROVIDED, HOWEVER,
that nothing in this paragraph (b) shall prevent (i) a consolidation or merger
of, or a sale, transfer or disposition of all or any substantial part of the
property and assets of, the Corporation or (ii) the abandonment or termination
of any rights or franchises of the Corporation, or the liquidation or
dissolution of, or a sale, transfer or disposition (whether through merger,
consolidation, sale or otherwise) of all or any substantial part of the property
and assets of, any subsidiary or the abandonment or termination of the corporate
or partnership existence, rights and franchises of any subsidiary if such
abandonment, termination, liquidation, dissolution, sale, transfer or
disposition is, in the good faith business judgment of the Corporation, in the
best interests of the Corporation and is not disadvantageous in any material
respect to the holder of this Note.

            (c) NOTICE OF DEFAULT. If any one or more events which constitute,
or which with notice or lapse of time or both would constitute, an Event of
Default under Section 8 of this Note shall occur, or if any holder of the Notes
shall demand payment or take any other action permitted upon the occurrence of
any such Event of Default, the Corporation shall, immediately after it becomes
aware that any such event has occurred or that such demand has been made or that
any such action has been taken, give notice to all holders of the Notes,
specifying the nature of such event or of such demand or action, as the case may
be; PROVIDED, HOWEVER, that if such event, in the good faith judgment of the
Corporation, will be cured within ten days after the Corporation has knowledge
that such event would, with or without notice or lapse of time or both,
constitute such an Event of Default, no such notice need be given if such Event
of Default shall be cured within such ten day period.

            (d) MERGER OR CONSOLIDATION. If the Corporation shall effect a
merger or consolidation in which it is not the surviving entity, then the
Corporation shall take such action as may be necessary, as a condition to
consummating such transaction, to cause the surviving entity to assume all of
the Corporation's obligations under this Note, as if such entity had

                                      -10 -
<PAGE>
been the original issuer thereof, and such entity shall acknowledge in writing
its obligation to fully and timely honor the Corporation's obligations under
this Note.

      7. MODIFICATION; WAIVER. The Corporation may, with the written consent of
the holders of not less than 66 2/3% in principal amount of the Notes then
outstanding, modify the terms and provisions of the Notes or the rights of the
holders of the Notes or the obligations of the Corporation thereunder, and the
observance by the Corporation of any term or provision of the Notes may be
waived with the written consent of the holders of not less than 66 2/3% in
principal amount of the Notes then outstanding, PROVIDED, HOWEVER, that no such
modification or waiver shall:

            (a) change the maturity of any Note or reduce the principal amount
thereof or reduce the rate or extend the time of payment of interest thereon or
reduce the amount or change the time of payment of premium payable on any
prepayment thereof without the consent of the holder of each Note so affected;
or

            (b) give any Note any preference over any other Note; or

            (c) reduce the aforesaid percentage of Notes, the consent of the
holders of which is required for any such modification.

      Any such modification or waiver shall apply equally to all the holders of
the Notes and shall be binding upon them, upon each future holder of any Note
and upon the Corporation, whether or not such Note shall have been marked to
indicate such modification or waiver, but any Note issued thereafter shall bear
a notation referring to any such modification or waiver. Promptly after
obtaining the written consent of the holders as herein provided, the Corporation
shall transmit a copy of such modification or waiver to all the holders of the
Notes at the time outstanding.

      8. EVENTS OF DEFAULT. If anyone or more of the following events (herein
called "Events of Default"), shall occur, for any reason whatsoever, and whether
such occurrence shall, on the part of the Corporation or any subsidiary, be
voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with any judgment, decree or order of a court of
competent jurisdiction or any order, rule or regulation of any administrative or
other

                                      -11-
<PAGE>
governmental authority, and such Event of Default shall be continuing:


            (a) default shall be made in the payment of the principal when and
as the same shall become due and payable, whether on demand or at a date fixed
for prepayment or by acceleration or otherwise; or

            (b) default shall be made in the payment of any installment of
interest when and as the same shall become due and payable or at a date fixed
for prepayment or by acceleration or otherwise and such default shall continue
for a period of 5 days; or

            (c) default shall be made in the due observance or performance of
any other covenant, condition or agreement on the part of the Corporation to be
observed or performed pursuant to the terms hereof and such default shall
continue for 30 days after the occurrence thereof; or

            (d) the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Corporation or any subsidiary in
an involuntary case under the federal bankruptcy laws, as now constituted or
hereafter amended, or any other applicable federal or state bankruptcy,
insolvency or other similar laws, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the
Corporation or any subsidiary or for any substantial part of any of their
property, or ordering the winding-up or liquidation of any of their affairs and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or

            (e) the commencement by the Corporation or any subsidiary of a
voluntary case under the federal bankruptcy laws, as now constituted or
hereafter amended, or any other applicable federal or state bankruptcy,
insolvency or other similar laws, or the consent by any of them to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Corporation
or any subsidiary or for any substantial part of their property, or the making
by any of them of any assignment for the benefit of creditors, or the failure of
the Corporation or any subsidiary generally to pay its debts as such debts
become due;

then, the holder or holders of at least 25% in aggregate principal amount of the
Notes at the time outstanding may, at its or their option, by notice to the
Corporation, declare all the Notes to be, and all the Notes shall thereupon be
and become, forthwith

                                      -12-
<PAGE>
due and payable together with interest accrued thereon without presentment,
demand, protest or further notice of any kind, all of which are expressly waived
to the extent permitted by law; PROVIDED, HOWEVER, that, upon the occurrence and
during the continuance of any of the events specified in paragraph (a) or (b) of
this Section 8, the holder of any Note at the time outstanding may, at its
option by notice in writing to the Corporation, declare any Note or Notes then
held by it to be, and such Note or Notes shall thereupon be and become,
forthwith due and payable together with interest accrued thereon without
presentment, demand, protest or further notice of any kind, all of which are
expressly waived to the extent permitted by law.

      At any time after any declaration of acceleration has been made as
provided in this Section 8, the holders of at least 66 2/3% in principal amount
of the Notes then outstanding may, by notice to the Corporation, rescind such
declaration and its consequences, PROVIDED, HOWEVER, that no such rescission
shall extend to or affect any subsequent default or Event of Default or impair
any right consequent thereon.

      Without limiting the foregoing, the Corporation hereby waives any right to
trial by jury in any legal proceeding related in any way to this Note or the
Notes and agrees that any such proceeding may, if the holder so elects, be
brought and enforced in the courts in the State of Texas and the Corporation
hereby waives any objection to jurisdiction or venue in any such proceeding
commenced in such courts. The Corporation further agrees that any process
required to be served on it for purposes of any such proceeding may be served on
it, with the same effect as personal service by registered mail addressed to it
at its office or agency set forth in paragraph (a) of Section 6 for purposes of
notices hereunder.

      9. SUITS FOR ENFORCEMENT. Subject to the provisions of Section 12 of this
Note, in case any one or more of the Events of Default specified in Section 8 of
this Note shall occur and be continuing, the holder of this Note may proceed to
protect and enforce its rights by suit in equity, action at law and/or by other
appropriate proceeding, whether for the specific performance of any covenant or
agreement contained in this Note or in aid of the exercise of any power granted
in this Note, or may proceed to enforce the payment of this Note or to enforce
any other legal or equitable right of the holder of this Note.

      In case of any default under this Note, the Corporation will pay to the
holder thereof such amounts as shall be sufficient to cover the reasonable costs
and expenses of such holder due to said default, including without limitation
collection

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<PAGE>
costs and reasonable attorneys' fees, to the extent actually incurred.

      10. REMEDIES CUMULATIVE. No remedy herein conferred upon the holder of
this Note is intended to be exclusive of any other remedy and each and every
such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute
or otherwise.

      11. REMEDIES NOT WAIVED. No course of dealing between the Corporation and
the holder of this Note or any delay on the part of the holder hereof in
exercising any rights hereunder shall operate as a waiver of any right of any
holder of this Note.

      12. SUBORDINATION. (a) Anything contained in this Note to the contrary
notwithstanding, the indebtedness evidenced by this Note shall be subordinate
and junior, to the extent set forth in the following paragraphs (A), (B), (C)
and (D), to all Senior Indebtedness of the Corporation. "Senior Indebtedness"
shall mean the principal of, premium, if any, and interest (including any
interest accruing subsequent to the filing of a petition of bankruptcy at the
rate provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law and including any loans made
to the Corporation as a debtor in possession in any bankruptcy proceeding by any
persons who were the holders of any Senior Indebtedness on the date such
bankruptcy proceeding was commenced) on all indebtedness to a bank or banks for
borrowed money now existing or hereinafter incurred which by its terms is not
subordinated to any other indebtedness of the Corporation.

      (A) In the event of any insolvency, bankruptcy, liquidation,
reorganization or other similar proceedings, or any receivership proceedings in
connection therewith, relative to the Corporation or its creditors or its
property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Corporation, whether or not involving
insolvency or bankruptcy proceedings, then all Senior Indebtedness shall first
be paid in full before any payment, whether on account of principal, interest or
otherwise, is made upon the Notes.

      (B) In any of the proceedings referred to in paragraph (A) above, any
payment or distribution of any kind or character, whether in cash, property,
stock or obligations which may be payable or deliverable in respect of the Notes
shall be paid or delivered directly to the holders of Senior Indebtedness for

                                      -14-
<PAGE>
application in payment thereof, unless and until all Senior Indebtedness shall
have been paid in full.

      (C) No payment shall be made, directly or indirectly, on account of the
Notes (i) upon maturity of any Senior Indebtedness obligation, by lapse of time,
acceleration (unless waived), or otherwise, unless and until all principal
thereof and interest thereon and all other obligations in respect thereof shall
first be paid in full and have terminated, or (ii) upon the happening of any
default in payment of any principal of, premium, if any, or interest on or any
other amounts payable in respect of Senior Indebtedness when the same becomes
due and payable whether at maturity or at a date fixed for prepayment or by
declaration or otherwise (a "Senior Payment Default"), unless and until such
Senior Payment Default shall have been cured or waived or shall have ceased to
exist.

      (D) Upon the happening of an event of default (other than as described in
clause (A), (B) or (C) above) with respect to any Senior Indebtedness permitting
(after notice or lapse of time or both) one or more holders of such Senior
Indebtedness to declare such Senior Indebtedness due and payable prior to the
date on which it is otherwise due and payable (a "Nonmonetary Default"), upon
the occurrence of (i) receipt by the holder of this Note of written notice from
a holder of said Senior Indebtedness of a Nonmonetary Default (any such notice,
a "Blockage Notice"), or (ii) if such Nonmonetary Default results from the
acceleration of this Note, the date of such acceleration; then (x) the
Corporation will not make, directly or indirectly, to the holder of this Note
any payment of any kind of or on account of this Note, (y) the holder of this
Note will not accept from the Corporation any payment of any kind of or on
account of this Note and (z) the holder of this Note may not take, demand,
receive, sue for, accelerate or commence any remedial proceedings with respect
to any amount payable under this Note, unless and until in each case described
in clauses (x), (y) and (z) all such Senior Indebtedness shall have been paid in
full; PROVIDED, HOWEVER, that if such Nonmonetary Default shall have occurred
and be continuing for a period (a "Blockage Period") commencing on the earlier
of the date of receipt of such Blockage Notice or the date of the acceleration
of this Note and ending 179 days thereafter (it being understood that not more
than one Blockage Period may be commenced with respect to this Note during any
period of 360 consecutive days), and during such Blockage Period (i) such
Nonmonetary Default shall not have been cured or waived, (ii) the holder of such
Senior Indebtedness shall not have made a demand for payment and commenced an
action, suit or other proceeding against the Corporation and (iii) none of the
events described in subsection (A) above shall have occurred, then (to the
extent not otherwise prohibited by subsections (A) , (B) or (C) above) the
Corporation may, not less than 10 days after receipt by the holders of such
Senior Indebtedness of written

                                      -15-
<PAGE>
notice to such effect from the holder of this Note, make and the holder of this
Note may accept from the Corporation all past due and current payments of any
kind of or on account of this Note, and such holder may demand, receive, retain,
sue for or otherwise seek enforcement or collection of all amounts payable on
account of principal of or interest on this Note.

            (b) Subject to the payment in full of all Senior Indebtedness as
aforesaid, the holder of this Note shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of any kind
or character, whether in cash, property, stock or obligations, which may be
payable or deliverable to the holders of Senior Indebtedness, until the
principal of, and interest on, this Note shall be paid in full in cash, and, as
between the Corporation, its creditors other than the holders of Senior
Indebtedness, and the holders of this Note, no such payment or distribution made
to the holders of Senior Indebtedness by virtue of this Section 12 which
otherwise would have been made to the holder of this Note shall be deemed a
payment by the Corporation on account of the Senior Indebtedness, it being
understood that the provisions of this Section 12 are and are intended solely
for the purposes of defining the relative rights of the holder of this Note, on
the one hand, and the holders of the Senior Indebtedness, on the other hand.
Subject to the rights, if any, under this Section 12 of holders of Senior
Indebtedness to receive cash, property, stock or obligations otherwise payable
or deliverable to the holder of this Note, nothing herein shall either impair,
as between the Corporation and the holder of this Note, the obligation of the
Corporation, which is unconditional and absolute, to pay to the holder of this
Note the principal hereof and interest hereon in accordance with its terms or
prevent (except as otherwise specified herein) the holder of this Note from
exercising all remedies otherwise permitted by applicable law or hereunder upon
default hereunder.

            (c) If any payment or distribution of any character or any security,
whether in cash, securities or other property, shall be received by any holder
of this Note in contravention of any of the terms hereof or before all the
Senior Indebtedness obligations have been paid in full, such payment or
distribution or security shall be received in trust for the benefit of, and
shall be paid over or delivered and transferred to, the holders of the Senior
Indebtedness at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness in full in cash. In the event of the failure of any such holder to
endorse or assign any such payment, distribution or security, each holder of any
Senior Indebtedness is hereby irrevocably authorized to endorse or assign the
name.

                                      -16-
<PAGE>
      13. COVENANTS BIND SUCCESSORS AND ASSIQNS. All the covenants,
stipulations, promises and agreements in this Note contained by or on behalf of
the Corporation shall bind its successors and assigns, whether so expressed or
not.

      14. GOVERNING LAW. This Note shall be governed and construed in accordance
with the laws of the State of Delaware.

      15. HEADINGS. The headings of the Sections and paragraphs of this Note are
inserted for convenience only and do not constitute a part of this Note.

      IN WITNESS WHEREOF, UNITED SURGICAL PARTNERS INTERNATIONAL, INC. has
caused this Note to be signed in its corporate name byone of its officers
thereunto duly authorized and to be dated as of the day and year first above
written.

                                    UNITED SURGICAL PARTNERS
                                    INTERNATIONAL, INC.


                                    By: /s/ WILLIAM H. WILCOX
                                            William H. Wilcox
                                            President

                                      -17-