SUBSCRIPTION AGREEMENT

First Choice Health Network, Inc.
1100 Olive Way, Suite 1480
Seattle, WA 98101-1838

Gentlemen:

1.Subscription.  Overlake Hospital Medical Center, a Washington nonprofit 
corporation ("Overlake") hereby subscribes for and agrees to acquire 
Fifty-Eight Hundred (5,800) shares of Class B common stock (the "Stock") of 
First Choice Health Network, Inc., a Washington corporation (the "Company"), 
and the Company hereby accepts such subscription, upon approval of a 
majority of the Directors of the Company, all pursuant to the terms set 
forth herein.

2.	Purchase Price.  In consideration for such Stock, Overlake shall pay a 
total purchase price of $1,500,000, approximately $258.62 per share, payable 
in cash, $1,000,000 upon tender of this Subscription Agreement to the 
Company, $250,000 on December 15, 1997 and $250,000 on December 15, 1998.

3.	Stockholder Restrictions.  Except as otherwise specifically set forth in 
this Subscription Agreement, Overlake hereby acknowledges, adopts, accepts 
and agrees to be bound by all the terms and provisions of the Company's 
Articles of Incorporation, Bylaws, the Agreement Among Class B Shareholders 
and Affiliates(when executed), and all other corporate documents binding upon 
or affecting Overlake or the Company's stockholders, which currently are the 
Company's Articles of Incorporation and Bylaws, this Subscription Agreement, 
and the Health Care Facility Services Agreement which Overlake will enter 
into as a provider of services to the Company.

4.	Overlake's Representations and Warranties.  Overlake hereby represents 
and warrants that:

(a)	Overlake is a Washington non-profit corporation in good standing in the 
state of Washington which has been granted tax exempt status as a charitable 
organization under Section 501(c)(3) of the Internal Revenue Code, is not 
formed for the specific purpose of acquiring the Stock, and has total assets 
in excess of $5,000,000.00;

(b)	The Stock is being acquired by Overlake for investment purposes only, 
for the account of Overlake and not with the view to any resale or 
distribution thereof, and Overlake is not participating, directly or 
indirectly, in an underwriting of such Stock and will not take, or cause 
to be taken, any action that would cause Overlake to be deemed an 
"underwriter" of such Stock as defined in Section 2(11) of the Securities 
Act of 1933, as amended;

(c)	Overlake has received and has carefully read a copy of the Company's 
Articles of Incorporation, its Bylaws, its most recent audited financial 
statements, its 1996 10-Q report, and, in connection therewith, to the 
best of Overlake's knowledge has not been denied access to any other 
materials, books, records, documents, and information relating to the 
Company, which has been requested, and has no reason to question the 
accuracy of and supplement the information contained therein;

(d)	Overlake acknowledges that Overlake has been offered an opportunity to 
ask questions of, and receive answers from the Company, its President and 
Chief Executive Officer, Gary R. Gannaway, and its Chief Financial Officer, 
Randy Barker, concerning the Company and its business, and that to the best 
of Overlake's knowledge all requests for such information has been fully 
complied with by them;

(e)	Overlake has such knowledge and experience in financial and business 
matters that it is capable of evaluating the merits and risks of an 
investment in the Company, or Overlake has, together with its legal and 
financial advisors, such knowledge and experience in financial and business 
matters that Overlake and its legal and financial advisors are capable of 
evaluating the merits and risks of this investment;

(f)	Overlake has adequate means of providing for the current needs of its 
business and operations and possible contingencies, and Overlake has no 
need for liquidity with respect to its investment in the Company;

(g)	Overlake has been advised that an investment in the Company involves 
substantial risk and Overlake is able to bear the economic risk of its 
investment in the Company and can withstand a complete loss of such 
investment; that there is no public market for the Company's Stock; and 
that it may not be possible to liquidate the investment in the Stock in 
case of an emergency;

(h)	Overlake is authorized and otherwise duly qualified to acquire the Stock;

(i)	Other than as specifically provided in this Agreement, the Company has 
made no representations or warranties in connection with Overlake's purchase 
of the Stock; and

(j)	Prior to the time Overlake becomes committed to purchase the Stock, 
Overlake knew of the restrictions on the Stock as described herein.

5.	Company's Representations and Warranties.  The Company hereby represents 
that:

	(a) The Company is a corporation duly organized, validly existing and 
in good standing under the laws of the State of Washington.

	(b) The execution and delivery of this Subscription Agreement and 
consummation of the transaction contemplated hereby have been or will be 
presented for approval of the Board of Directors of the Company and, when 
approved by the Board of Directors, the Subscription Agreement constitutes 
a valid and legally binding obligation of the Company, and the Stock when 
delivered will be duly authorized and issued.

	(c) The Company has provided true and accurate copies of the following 
documents to Overlake:  current Articles of Incorporation and Bylaws of 
the Company; a list of Class A shareholders of the Company (substantially 
correct but because of the large number of physicians and frequent physician 
changes is not representative as totally accurate); a list of Class B 
shareholders of the Company; shareholder agreements with Class B 
shareholders; form shareholder agreement with physicians; affiliation and 
participation  contracts with public hospital districts; tax returns for 
the past three (3) years; audited financial statements for the past three 
(3) year including the management representation letters;  and unaudited 
financial statements for the period ending October 31, 1996.  To the 
knowledge of the Chief Financial Officer, as of the execution date of this 
Agreement, the documents show what each purports to show and substantially 
correct; the unaudited financial position of the Company through the date 
of this Agreement is signed by the Company is not materially adversely 
different that the financial position of the Company as reflected in  the 
October 31, 1996 unaudited financial statements.  To the knowledge of the 
Chief Financial Officer the Company has substantially complied with and is 
not in default in any material respect under any laws or agreements to which 
the Company is a party.

	(d) To the knowledge of the Chief Financial Officer, no lawsuits or 
governmental investigations are currently pending against the Company and 
there are nor lawsuits threatened against the Company but not yet filed 
that are not covered by insurance.

6.	Restrictions on Transferability of Interests.  Although the Company is 
a reporting company under Section 12 of the 1934 Securities and Exchange 
Act, Overlake realizes that the Stock in the Company is not, and will not 
be, registered under the Securities Act of 1933, as amended (the "Act") or 
under the securities laws of any state.  Overlake also understands that 
the Company has not agreed to register the Stock in the Company for 
distribution in accordance with the provisions of the Act or any applicable 
state securities laws, and that the Company has not agreed to comply with 
any exemption under the Act or any such laws for the resale of the Stock in 
the Company.  Hence, Overlake understands that by virtue of the provisions 
of certain rules relating to "restricted securities" promulgated under the 
Act, the interest in the Company which Overlake has subscribed for hereby 
must be held indefinitely, unless and until subsequently registered under 
the Act and applicable state securities laws or unless an exemption from 
registration is available, in which case Overlake may still be limited with 
respect to the extent to which such interest may be transferred.

7.	Payment of Subscription.  Enclosed herewith is a cashier's or certified 
check payable to the order of the Company for the full amount currently due 
on this subscription.  If this subscription is rejected by Company's Board of 
Directors, the funds delivered herewith shall be returned to Overlake, 
without interest or discount, as soon as practicable.  Until the Company's 
Board of Directors approves this Subscription Agreement Overlake shall have 
the right, by written notice to the Company, to terminate this Agreement and 
obtain prompt repayment of the funds.

8.	Withdrawal.  Overlake may at any time, voluntarily withdraw from the 
Company, as a shareholder, effective upon giving notice of its intent to 
do so to the Company. In such event, Company shall repurchase Overlake's 
Stock on the same terms and conditions as established pursuant to the Bylaws 
of the Company then in effect. If Overlake withdraws before making all of 
the subscription payments as provided in Section 2 above, all payments due 
after the date of withdrawal shall be forgiven by the Company, and Overlake 
shall have no obligation to make such payments.  In the event Overlake 
withdraws after agreeing to a capital call, but prior to the payment thereof, 
Overlake shall not be required to pay such capital call payment.

9.	Change of Control.  Upon (a) transfer of fifty percent (50%) or more 
ownership interest in Overlake; (b) change of fifty percent (50%) or more 
control of Overlake (new directors or trustees selected for Overlake's 
governing board, in the ordinary course of governance shall not be 
considered a change of Control); or (c) transfer of the operations of 
Overlake through the transfer of a substantial portion of Overlake's 
assets to a person or entity who or which in not a Company shareholder, 
the Company may elect to repurchase Overlake's Stock in Company.  The 
repurchase price shall be one-million dollars ($1,000,000) if the election 
is made within three years of the date that the Stock is originally issued 
to Overlake.  If the election is made after such date, the repurchase price 
for Overlake's Stock in the Company shall be the greater of the following 
two amounts:

	(a)	The per share paid by the last Class B shareholder to acquire stock 
in the Company or participating public hospital district to join the Company 
prior to Overlake notifying the Company in writing of the transfer or change 
of control; or

	(b)	Overlake's proportionate share of the Company's "net shareholder 
equity" as calculated in the manner agreed to by the shareholders in the 
Shareholders' Agreement, when executed.

	If Overlake notifies Company in writing of a transfer described in this 
paragraph 8, the Company shall have sixty (60) days from the date of such 
notice to elect to repurchase Overlake's Stock in the Company.  Article XVI 
of the Bylaws states and Overlake agrees that, notwithstanding the exercise 
of the Company's election under this paragraph 8, the Company may withhold 
payment for the repurchase of shares until such time as the Board of the 
Company determines that the Company is financially capable of making payment, 
in which case, Overlake shall retain control of such shares until repurchase 
payment is tendered.

	As an alternative to exercising its election to repurchase under this 
paragraph 8, the Company may allow admission of the new entity as a 
shareholder; see Article XVI of the Bylaws.

10.	Commitment of Competitiveness.   Overlake warrants that the facility 
rates and prices for other services offered to or in effect for the Company 
and its subsidiaries for its various products are competitive with the rates 
offered to other payors for the same or similar products.

	This commitment is effective on the date of this Subscription Agreement 
and will remain in effect so long as Overlake remains a Company shareholder 
unless the commitment otherwise expires pursuant to paragraph 12 of this 
Agreement.

11.	Contract Negotiation and Administration.   Overlake agrees that for 
three (3) years after the date that the Stock is originally issued under 
the terms of this Subscription Agreement, Overlake will act on its behalf 
in any contract negotiations and in all contract administration relating 
to agreements between Overlake and the Company or its subsidiaries and 
Overlake further agrees that it will not assign, delegate, or otherwise 
transfer such responsibility to any other person or entity without the 
Company's express written consent.

12.	Shareholder Agreement.   Overlake agrees to execute an Agreement Among 
Class B Shareholders and Affiliates, containing terms applicable in the 
same manner to all such shareholders and affiliates, in substantially the 
same form attached hereto as Exhibit A, on the condition that all other 
Class B shareholders and affiliated or participating District hospitals 
have executed the same agreement.  If such an agreement is not executed by 
and between all Class B shareholder and affiliated or participating District 
hospitals within one-hundred and eighty (180) days of the issuance of the 
Stock to Overlake under this Subscription Agreement, then the rights and 
obligations of paragraph 10 of the Subscription Agreement shall automatically 
expire and shall no longer be enforceable between the parties.  Overlake 
acknowledges and agrees that the repurchase price terms in paragraph 9 and 
the contract negotiation and administration terms of paragraph 11 of this 
Subscription Agreement shall supersede any inconsistent terms in the 
Shareholder Agreement for three (3) years after the date the Stock is 
originally issued under the terms of this Subscription Agreement.

13.	Notice.  Any notices or other communications in connection herewith 
shall be sufficiently given if sent by registered or certified mail, 
postage prepaid, and (i) if to the Company, at the address at the head of 
this Subscription Agreement, and (ii) if to Overlake, at the address set 
forth below, or (iii) at such other address as either Overlake or the 
Company shall designate to the other by notice in writing.

14.	Successors and Assigns.  This Subscription Agreement shall be binding 
upon and shall inure to the benefit of the parties hereto and to the 
successors and assigns of the Company and to the personal and legal 
representatives, heirs, guardians, successors, and permitted assignees of 
Overlake.  Overlake shall not assign its interest or any rights or 
obligations hereunder without prior written consent of the Company.

15.	Applicable Law.  This Subscription Agreement shall be governed by and 
construed in accordance with the laws of the State of Washington and, to 
the extent it involves any United States statute, in accordance with the 
laws of the United States.

16.	Survival.  Company and Overlake agree that the rights, obligations 
and remedies set forth in this Agreement are intended to and shall 
survive the closing of the Stock acquisition contemplated hereunder and 
shall remain fully binding and enforceable against the parties.

IN WITNESS WHEREOF, Overlake has executed this Subscription Agreement, this 
  ___  19th __  day of __December________, 1996.


   91-0652651
Tax Identification Number
Address:

Overlake Hospital Medical Center
1035 116th Avenue N.E. 
Bellevue, WA 98004
Attention:  President and CEO


OVERLAKE HOSPITAL MEDICAL CENTER, 
a Washington non-profit corporation


By        /s/  Kenneth D. Graham                        
Its      President & CEO                                     

By       /s/  T. D. 	
Its      Vice President & CFO	




Accepted:

FIRST CHOICE HEALTH NETWORK, INC.

By	     /s/  Gary R. Gannaway
     	Gary R. Gannaway, 
      President and CEO


EXHIBIT A

Proposed Elements of an Agreement Among Class B Shareholders (Hospitals) 
and Contracting Public Hospital Districts 

1.	Contract Participation
All Class B shareholders and contracting public hospital districts 
(hereafter collectively "Hospitals") shall have a right to participate, 
on a fair, reasonable and equitable basis, in all Hospital provider 
contracts with First Choice Health.

2.	Change of Control
Upon (a) transfer of fifty percent (50% or more ownership interest in a 
Hospital, (b) change of fifty percent (50%) or more control of a Hospital 
(new directors, trustees, or commissioners selected for governing boards 
in the ordinary course of governance shall not be considered a change of 
control), or (c) transfer of the operations of the Hospital through the 
transfer of a substantial portion of a Hospital's assets, to a person or 
entity who or which is not a Company shareholder, the Company may, at its 
election, repurchase the Hospital's Stock in the Company for a price equal 
to the greater of the following two amounts:

(a)	The per share price paid by the last Class B shareholder to acquire 
stock in the Company or participating public hospital district to join 
the Company prior to the Hospital notifying the Company in writing of the 
transfer or change of control; or

(b)	The Hospital's proportionate share of the Company's "net shareholder 
equity" as calculated in the manner agreed to by the shareholders in the 
Shareholders' Agreement, when executed.

When a Hospital notifies the Company in writing of a transfer or change of 
control described in this paragraph 2, the Company shall have sixty (60) 
days from the date of such notice to elect to repurchase Hospital's Stock 
or participating interest in the Company.  Article XVI of the Bylaws states 
and Hospital agrees that, notwithstanding the exercise of the Company's; 
election under this paragraph 2, the Company may withhold payment for the 
repurchase of shares until such time as the Board of the Company determines 
that the Company is financially capable of making payment, in which case, 
the Hospital shall retain control of such shares and all rights under this 
Agreement until the repurchase payment is tendered. 

As an alternative to exercising its election to repurchase under this 
paragraph 2, the Company may allow admission of the new entity as a 
shareholder, which shall be the case if the Company does not elect to 
purchase the shares as provided above; see Article XIV of the Bylaws.
 

Initial Here -  /s/ GG	              	Initial Here -   /s/ KG
             Gary Gannaway		                          	Kenneth Graham


3.	Merger of Two or More First Choice Health Owner Hospitals

In the event two (2) or more First Choice Health Hospitals merge or 
consolidate, the capital account of the surviving entity will reflect 
the combined capital contributions of the merging Hospitals.  The 
surviving entity will hold the number of votes equal to those held by 
the merged hospitals.  Public hospital districts do not vote given they 
do not hold stock in First Choice Health as a result of state law.  To 
assure minority Class B shareholder rights, an eighty percent (80%) 
super-majority requirement will be required for liquidation, sale, merger 
and similar transactions. 

4.	First Choice Health Hospital Acquires Non-First Choice Health Hospital

In the event a First Choice Health Hospital acquires a non-First Choice 
Health Hospital, the new hospital will be extended a hospital provider 
contract only following unanimous approval of the First Choice Health 
Hospitals.  If unanimous consent is received, the terms and conditions 
of adding the new hospital will be as the Board of Directors determines.

5.	Commitment of Competitiveness

Hospital warrants that the facility rates and prices for other services 
offered to or in effect for First Choice Health Network, Inc., and its 
subsidiaries for its various products are competitive with the rates 
offered to other payors for the same or similar products.

This Commitment is effective on the date of this Agreement and will remain 
in effect so long as Hospital remains a First Choice Health Network, Inc., 
shareholder or affiliated Hospital.  Hospital agrees to renew this 
Commitment at the request of First Choice Health Network, Inc., from time 
to time.

6.	Contract Negotiation and Administration

Hospital agrees that it will act on its own behalf in any contract 
negotiation and in all contract administration relating to agreements 
between the Hospital and First Choice Health Network, Inc., or its 
subsidiaries and the Hospital further agrees that it will not assign, 
delegate or otherwise transfer such responsibility to any other person 
or entity without First Choice Health Network's express written consent.

Initial Here -  /s/ GG	                  	Initial Here -  /s/ KG
               Gary Gannaway                           			Kenneth Graham