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                                                                   EXHIBIT 10.19

           AMENDMENT TO THE CORPORATE INTEGRITY AGREEMENT BETWEEN THE
                       OFFICE OF INSPECTOR GENERAL OF THE
                     DEPARTMENT OF HEALTH AND HUMAN SERVICES
                                       AND
                            LIFEPOINT HOSPITALS, INC.

The Office of Inspector General ("OIG") of the Department of Health and Human
Services and LifePoint Hospitals, Inc. ("LifePoint") entered into a Corporate
Integrity Agreement ("CIA") on December 21, 2000.

A.       Pursuant to section XI.C. of LifePoint's CIA, modifications to the CIA
         may be made with the prior written consent of both the OIG and
         LifePoint. Therefore, the OIG and LifePoint hereby agree that
         LifePoint's CIA will be amended as follows:

         Section III.D., Review Procedures, of the CIA is hereby superseded by
         the attached new section III.D., Review Procedures.

         Appendix A of LifePoint's CIA is hereby superseded by the attached new
         Appendix A.

B.       The OIG and LifePoint agree that all other sections of LifePoint's CIA
         will remain unchanged and in effect, unless specifically amended upon
         the prior written consent of the OIG and LifePoint.

C.       The undersigned LifePoint signatories represent and warrant that they
         are authorized to execute this Amendment. The undersigned OIG signatory
         represents that he is signing the Amendment in his official capacity
         and that he is authorized to execute this Amendment.

D.       This effective date of this Amendment will be the date on which the
         final signatory of this Amendment signs this Amendment.

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                             ON BEHALF OF LIFEPOINT



       /s/ Kenneth C. Donahey                                    04/25/2002
---------------------------------------------               --------------------
Kenneth C. Donahey                                          DATE
Chairman and Chief Executive Officer
LifePoint Hospitals, Inc.



       /s/ Todd Kerr                                             04/25/2002
---------------------------------------------               --------------------
Todd Kerr                                                   DATE
Senior Vice President of Audit and Compliance
LifePoint Hospitals, Inc.

              ON BEHALF OF THE OFFICE OF INSPECTOR GENERAL OF THE
                    DEPARTMENT OF HEALTH AND HUMAN SERVICES

      /s/ Lewis Morris                                           04/29/2002
---------------------------------------------               --------------------
Lewis Morris                                                DATE
Assistant Inspector General for Legal Affairs
Office of Inspector General
U.S. Department of Health and Human Services


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D.       Review Procedures.

          1.      General Description.

                  a.       Retention of Independent Review Organization. Within
         90 days of the effective date of this CIA, LifePoint shall retain an
         entity (or entities), such as an accounting, auditing or consulting
         firm (hereinafter "Independent Review Organization" or "IRO"), to
         perform a review engagement to assist LifePoint in evaluating its
         billing and coding practices. The Independent Review Organization
         retained by LifePoint shall have expertise in the billing, coding,
         reporting and other requirements of the particular sector of the health
         care industry pertaining to matters that the IRO is reviewing and in
         the general requirements of the Federal health care program(s) from
         which LifePoint seeks reimbursement. The IRO shall assess, along with
         LifePoint, whether it can perform the IRO review in a professionally
         independent fashion taking into account any other business
         relationships or other engagements that may exist.

                  b.       Types of Engagement. LifePoint's Internal Audit and
         Compliance Department (references to "LifePoint" in the review
         procedures described in this CIA and the incorporated appendices refer
         to this department) and the Independent Review Organization(s) shall
         conduct an engagement that shall address LifePoint's billing and coding
         to the Federal health care programs ("Billing Engagement") and shall
         include a review of DRG and laboratory claims.

                  c.       Frequency of Billing Engagement. The Billing
         Engagement shall be performed annually and shall cover each of the
         calendar years 2001 through 2005.

                  d.       Retention of records. The IRO and LifePoint shall
         retain and make available to the OIG upon request all work papers
         related to the engagement (including, but not limited to, all
         substantive correspondence exchanged regarding the reports) and all
         draft and final reports delivered to LifePoint.

         2.       Billing Engagement. The Billing Engagement shall be composed
of the following types of reviews: a "DRG Claims Review," a "Laboratory Claims
Review," a "Systems Review," and an Operations DRG Review." The Claims Reviews
and corresponding Reports are discussed in detail in Appendices A, B, and C to
this CIA, which are incorporated by reference.

                  a.       DRG Claims Review.

                           i.       DRG Claims Review. LifePoint shall perform a
                  Claims Review to identify any overpayments through an
                  appraisal of inpatient discharges paid by Medicare DRG to
                  LifePoint. The Claims Reviews shall be performed in accordance
                  with the procedures set forth in Appendix A to this CIA. The
                  Claims Reviews shall cover the two six-month periods during
                  each year covered by the Billing Engagement. LifePoint will
                  perform Claims Reviews at a minimum of two hospitals during
                  each six-month period (for a minimum of four hospitals each
                  year.) The hospitals, and the DRGs to be reviewed at each
                  hospital, will be chosen as set forth in section III.D.2.c.

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                           ii.      DRG Claims Review Report. LifePoint shall
                  prepare a report based upon each Claims Review performed
                  ("Claims Review Report"). The Claims Review Report shall be
                  created in accordance with the procedures set forth in
                  Appendix A to this CIA.

                           iii.     IRO Review. With respect to LifePoint's
                  Claims Reviews, the IRO will prepare a report documenting the
                  IRO's findings with respect to the following procedures:

                                    A.       The IRO will obtain LifePoint's
                           workpapers and perform procedures to test concurrence
                           with the criteria included in section III.D.2.c.

                                    B.       The IRO will select a random sample
                           of a minimum of 10% of the Items reviewed by
                           LifePoint pursuant to the DRG Claims Review and
                           reperform LifePoint's workplan steps.

          b.      Laboratory Claims Review.

                           i.       Claims Review. LifePoint shall perform a
                  Claims Review to identify any overpayments through an
                  appraisal of outpatient laboratory claims submitted by
                  LifePoint to the Medicare program and paid by Medicare. The
                  Claims Reviews shall be performed in accordance with the
                  procedures set forth in Appendix A to this CIA. The Claims
                  Reviews shall cover the two six-month periods during each year
                  covered by the Billing Engagement. LifePoint will perform
                  Claims Reviews at a minimum of two hospitals during each
                  six-month period (for a minimum of four hospitals each year.)
                  The hospitals, and the tests to be reviewed at each hospital,
                  will be chosen as set forth in section III.D.2.c.

                           ii.      Laboratory Claims Review Report. LifePoint
                  shall prepare a report based upon each Laboratory Claims
                  Review performed ("Claims Review Report"). The Claims Review
                  Report shall be created in accordance with the procedures set
                  forth in Appendix A to this CIA.

                           iii.     IRO Review. With respect to LifePoint's
                  Laboratory Claims Review, the IRO will prepare a report
                  documenting the IRO's findings with respect to the following
                  procedures:

                                    A.       The IRO will obtain LifePoint's
                           workpapers and perform procedures to test concurrence
                           with the criteria set forth in section III.D.2.c.

                                    B.       The IRO will select a random sample
                           of a minimum of 10% of the Items reviewed pursuant to
                           the Laboratory Review and re-perform LifePoint's
                           workplan steps.


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<PAGE>

          c.      Selection of Hospitals for Claims Reviews.

                           i.       DRG Claims Review Hospital Selection.
                  LifePoint shall select the two hospitals subject to review
                  during each six-month period as follows:

                                    A.       The hospital that has the highest
                           percentage of Medicare focused DRGs, as compared to
                           total Medicare DRGs, during the relevant six month
                           period under review, will be chosen. (However, if a
                           hospital has already been selected under this process
                           during any of the immediately preceding two reviews
                           then the hospital with the next highest percentage
                           shall be chosen instead).

                                    B.       One hospital will be randomly
                           selected using RAT-STATS. A replacement hospitals
                           should be generated in case the hospital randomly
                           selected has already been identified under section
                           III.D.2.c.i.A.

                           ii.      Laboratory Claims Review Hospital Selection.
                  LifePoint shall select the two hospitals subject to review
                  during each six-month period as follows:

                                    A.       The hospital that has the highest
                           percentage of Medicare outpatient laboratory services
                           revenue, as compared to total Medicare outpatient
                           services revenue, during the relevant six month
                           period, will be chosen. (However, if a hospital has
                           already been selected under this process during any
                           of the immediately preceding two reviews then the
                           hospital with the next highest percentage shall be
                           chosen instead).

                                    B.       One hospital will be randomly
                           selected using RAT-STATS. A replacement hospital
                           should be generated in case the hospital randomly
                           selected has already been identified under section
                           III.D.2.c.ii.A.

                  d.       Systems Review. LifePoint shall review LifePoint's
         billing and coding systems and/or operations (the "Systems Review").
         The Systems Review shall include the reviews described in Appendix B
         for at least four hospitals. The Systems Review shall consist of a
         thorough review of the following as more specifically described in
         Appendix B:

                           i.       LifePoint's billing systems and/or
                  operations relating to claims submitted to all Federal health
                  care programs (including, but not limited to, the operation of
                  the billing system, safeguards to ensure proper claim
                  submission and billing, and procedures to correct inaccurate
                  billing); and

                           ii.      LifePoint's coding systems and/or operations
                  relating to claims submitted to all Federal health care
                  programs (including, but not limited to, the process by which
                  claims are coded, safeguards to ensure proper coding, and
                  procedures to correct inaccurate coding).


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<PAGE>

                  e.       Systems Review Report. LifePoint shall prepare a
         report based upon each Systems Review performed ("Systems Review
         Report"). The Systems Review Report shall include LifePoint's findings
         and supporting rationale regarding:

                           i.       all findings and recommendations regarding
                  LifePoint's billing systems and/or operations;

                           ii.      all findings and recommendations regarding
                  LifePoint's coding systems and/or operations; and

                           iii.     any recommendations LifePoint may have to
                  improve any of these systems, operations, and processes.

                  f.       Operational DRG Review. LifePoint shall review
         LifePoint's DRG coding for hospital inpatients (the "Operational DRG
         Review"). The Operational DRG Review shall include the reviews
         described in Appendix C for at least eight hospitals. The Operational
         DRG Review shall consist of a thorough review of the DRG coding
         operations (including a review of at least 50 DRG claims at each
         hospital) as more specifically described in Appendix C. Except for the
         fact that the review of claims need not meet the statistical confidence
         and precision parameters set forth in Appendix A, the Operational DRG
         Review shall be conducted in a manner consistent with Appendix A, e.g.,
         paid claims without supporting documentation shall be considered an
         error and the total reimbursement received by LifePoint for such Paid
         Claim shall be deemed an Overpayment.

                  g.       Operational DRG Review Report. LifePoint shall
         provide to the OIG in its Annual Reports the Executive Summaries
         related to the Operational DRG Reviews. The Executive Summaries shall
         include a summary of the Medicare and other Federal health care program
         overpayments (including number of overpayments, dollar amount of
         overpayments, and percentage of paid dollars attributable to
         overpayments) identified in each Operational DRG Review. All other
         documents related to the Operational DRG Reviews shall be available to
         the OIG upon request.

         3.       Validation Review. In the event the OIG has reason to believe
that: (a) LifePoint's Billing Engagement fails to conform to the requirements of
this CIA; or (b) LifePoint's or the IRO's findings or Billing Engagement results
are inaccurate, the OIG may, at its sole discretion, conduct its own review to
determine whether the Billing Engagement complied with the requirements of the
CIA and/or the findings or Billing Engagement results are inaccurate
("Validation Review"). LifePoint agrees to pay for the reasonable cost of any
such review performed by the OIG or any of its designated agents so long as it
is initiated before one year after LifePoint's final Annual Report and any
additional information requested by the OIG is received by the OIG.

         Prior to initiating a Validation Review, the OIG shall notify LifePoint
of its intent to do so and provide a written explanation of why the OIG believes
such a review is necessary. To resolve any concerns raised by the OIG, LifePoint
may request a meeting with the OIG to discuss the results of any Billing
Engagement submissions or findings; present any additional or relevant
information to clarify the results of the Billing Engagement or to


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<PAGE>

correct the inaccuracy of the Billing Engagement; and/or propose alternatives to
the Validation Review. LifePoint agrees to provide any additional information as
may be requested by the OIG under this section in an expedited manner. The OIG
will attempt in good faith to resolve any Billing Engagement issues with
LifePoint prior to conducting a Validation Review. However, the final
determination as to whether or not to proceed with a Validation Review shall be
made at the sole discretion of the OIG.

         4.       Independence Certification. The IRO shall include in its
report(s) to LifePoint a certification or sworn affidavit that it has evaluated
its professional independence with regard to the Billing Engagement and that it
has concluded that it is, in fact, independent.


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<PAGE>

                                   APPENDIX A

A.       CLAIMS REVIEW.

         1.       DEFINITIONS. For the purposes of the DRG and Laboratory Claims
Reviews, the following definitions shall be used:

                  a.       Claims Review Sample: A statistically valid, randomly
         selected, sample of items selected for appraisal in the DRG or
         Laboratory Claims Review.

                  b.       Item: (i) for the purposes of a DRG review, an "Item"
         is a hospital inpatient discharge for which LifePoint has been
         reimbursed by Medicare on the basis of one of the focused DRGs set
         forth in Appendix D; and (ii) for the purposes of a Laboratory Review,
         an "Item" is an outpatient laboratory test. The OIG shall have the
         right to change the DRGs included in Appendix D at any time during the
         term of the CIA.

                  c.       Overpayment: The amount of money LifePoint has
         received in excess of the amount due and payable under any Federal
         health care program requirements.

                  d.       Paid Claim: A code or line item submitted by
         LifePoint and for which LifePoint has received reimbursement from the
         Medicare program.

                  e.       Population: All Items for which LifePoint has
         submitted a code or line item and for which LifePoint has received
         reimbursement from the Medicare program (i.e., a Paid Claim) during the
         six-month period covered by the DRG or Laboratory Claims Review. To be
         included in the Population, an Item must have resulted in at least one
         Paid Claim.

                  f.       Error Rate: The Error Rate shall be the percentage of
         net Overpayments identified in the sample. The net Overpayments shall
         be calculated by subtracting all underpayments identified in the sample
         from all gross Overpayments identified in the sample. (Note: Any
         potential cost settlements or other supplemental payments should not be
         included in the net Overpayment calculation. Rather, only underpayments
         identified as part of the Discovery Sample or Full Sample (as
         applicable) shall be included as part of the net Overpayment
         calculation.) The Error Rate is calculated by dividing the net
         Overpayment identified in the sample by the total dollar amount
         associated with the Items in the sample.

                  g.       RAT-STATS: OIG's Office of Audit Services Statistical
         Sampling Software. RAT-STATS is publicly available to download through
         the Internet at "www.hhs.gov/oig/oas/ratstat.html."

         2.       DESCRIPTION OF CLAIMS REVIEW. Each DRG and Laboratory Claims
Review shall consist of an appraisal of a statistically valid sample of Items
(the Claims Review Sample) that can be projected to the total Population.


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<PAGE>

                  a.       DRG Claims Review. The DRG Claims Review shall
         include a Discovery Sample and, if necessary, a Full Sample. The
         applicable definitions, procedures, and reporting requirements are
         outlined in this Appendix A.

                  b.       Discovery Sample. LifePoint shall randomly select and
         review a sample of 50 Medicare Paid Claims submitted by or on behalf of
         LifePoint. The Paid Claims shall be reviewed based on the supporting
         documentation available at LifePoint or under LifePoint's control and
         applicable billing and coding regulations and guidance to determine
         whether the claim submitted was correctly coded, submitted, and
         reimbursed.

                           i.       If the Error Rate for the Discovery Sample
                  is less than 5%, no additional sampling is required, nor is
                  the Systems Review required. (Note: The threshold listed above
                  does not imply that this is an acceptable error rate.
                  Accordingly, LifePoint should, as appropriate, further analyze
                  any errors identified in the Discovery Sample. LifePoint
                  recognizes that the OIG or other HHS component, in its
                  discretion and as authorized by statute, regulation, or other
                  appropriate authority may also analyze or review Paid Claims
                  included, or errors identified, in the Discovery Sample.)

                           ii.      If the Discovery Sample indicates that the
                  Error Rate is 5% or greater, LifePoint shall perform a Full
                  Sample and a Systems Review, as described below.

                  c.       Full Sample. If necessary, as determined by
         procedures set forth above, LifePoint shall perform an additional
         sample of Paid Claims using commonly accepted sampling methods and in
         accordance with this Appendix A. The Full Sample should be designed to
         (1) estimate the actual Overpayment in the population with a 90%
         confidence level and with a maximum relative precision of 25% of the
         point estimate and (2) conform with the Centers for Medicare and
         Medicaid Services' statistical sampling for overpayment estimation
         guidelines. The Paid Claims shall be reviewed based on supporting
         documentation available at LifePoint or under LifePoint's control and
         applicable billing and coding regulations and guidance to determine
         whether the claim submitted was correctly coded, submitted, and
         reimbursed. For purposes of calculating the size of the Full Sample,
         the Discovery Sample may serve as the probe sample, if statistically
         appropriate. Additionally, LifePoint may use the Items sampled as part
         of the Discovery Sample, and the corresponding findings for those 50
         Items, as part of its Full Sample. The OIG, in its full discretion, may
         refer the findings of the Full Sample (and any related workpapers)
         received from LifePoint to the appropriate Federal health care program
         payor, including the Medicare contractor (e.g., carrier, fiscal
         intermediary, or DMERC), for appropriate follow-up by that payor.

                  d.       Claims Systems Review. If LifePoint's Discovery
         Sample identifies an Error Rate of 5% or greater, LifePoint shall also
         conduct a Systems Review. Specifically, for each claim in the Discovery
         Sample and Full Sample that resulted in an Overpayment, LifePoint
         should perform a "walk through" of the system(s) and process(es) that
         generated the claim to identify any problems or weaknesses that may
         have resulted in the identified Overpayments. LifePoint shall prepare a
         report


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         containing the observations and recommendations on suggested
         improvements to the system(s) and the process(es) that generated the
         claim.

                  e.       Repayment of Identified Overpayments. In accordance
         with section III.H.1 of the CIA, LifePoint agrees to repay within 30
         days any Overpayment(s) identified in the Discovery Sample or the Full
         Sample (if applicable), regardless of the Error Rate, to the
         appropriate payor and in accordance with payor refund policies.
         LifePoint agrees to make available to the OIG any and all documentation
         that reflects the refund of the Overpayment(s) to the payor.

                  f.       Laboratory Claims Review Sample. Each Laboratory
         Claims Review Sample shall consist of an appraisal of a random sample
         of 200 Items for each hospital for each period under review.

                  g.       Item Appraisal. For each Item appraised (either as
         part of the Claims Review Sample or of the Probe Sample), only Paid
         Claims shall be evaluated. Every Paid Claim in the Claims Review Sample
         shall be evaluated by LifePoint. Ten percent of all Paid Claims in the
         DRG or Laboratory Probe Sample Review or the DRG or Laboratory Claims
         Review shall be evaluated by the IRO to determine whether the claim
         submitted was correctly coded, submitted, and reimbursed. Each
         appraisal must be sufficient to provide all information required under
         the Claims Review Report.

                  h.       Paid Claims without Supporting Documentation. For the
         purpose of appraising Items included in the Claims Review and/or the
         Probe Sample, any Paid Claim for which LifePoint cannot produce
         documentation sufficient to support the Paid Claim shall be considered
         an error and the total reimbursement received by LifePoint for such
         Paid Claim shall be deemed an Overpayment. Replacement sampling for
         Paid Claims with missing documentation is not permitted.

                  i.       Use of First Samples Drawn. For the purposes of all
         samples (Probe Sample(s) and Claims Review Sample(s)) discussed in this
         Appendix, the Paid Claims associated with the Items selected in the
         first sample (or first sample for each strata, if applicable) shall be
         used. In other words, it is not permissible to generate a number of
         random samples and then select one for use as the Probe Sample or
         Claims Review Sample.

B.       CLAIMS REVIEW REPORT. The following information shall be included in
each Claims Review Report:

         1.       CLAIMS REVIEW METHODOLOGY

                  a.       Claims Review Objective: A clear statement of the
         objective intended to be achieved by the DRG or Laboratory Claims
         Review.

                  b.       Sampling Unit: A description of the Item as that term
         is utilized for the DRG or Laboratory Claims Review. As noted in
         section A.1.b above, (i) for the purposes of a DRG review, an "Item" is
         a hospital inpatient discharge for which LifePoint has been reimbursed
         by Medicare on the basis of one of the "high-risk"


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         DRGs set forth in Appendix D; and (ii) for the purposes of a Laboratory
         Review, an "Item" is an outpatient laboratory test.

                  c.       Claims Review Population: A description of the
         Population subject to the DRG or Laboratory Claims Review.

                  d.       Sampling Frame: A description of the sampling frame,
         which is the totality of Items from which the Probe Sample and Claims
         Review Sample have been selected and an explanation of the methodology
         used to identify the sampling frame. In most circumstances, the
         sampling frame will be identical to the Population.

                  e.       Sources of Data: A description of the documentation
         relied upon by the IRO when performing the DRG or Laboratory Claims
         Review (e.g., medical records, physician orders, certificates of
         medical necessity, requisition forms, local medical review policies,
         HCFA program memoranda, Medicare carrier or intermediary manual or
         bulletins, other policies, regulations, or directives).

                  f.       Review Protocol: A narrative description of how the
         Claims Review was conducted and what was evaluated. This shall include
         a description of the analysis used to determine which hospitals were
         chosen for review under the Billing Engagement and the statistics
         relevant to the selection of the hospitals.

         2.       STATISTICAL SAMPLING DOCUMENTATION

                  a.       The number of Items appraised in the Probe Sample and
         in the Claims Review Sample.

                  b.       A copy of the RAT-STATS printout of the random
         numbers generated by the "Random Numbers" function.

                  c.       A copy of the RAT-STATS printout of the "Sample Size
         Estimators" results used to calculate the minimum number of Items for
         inclusion in the Claims Review Sample.

                  d.       A copy of the RAT-STATS printout of the "Variable
         Appraisals" function results for the Probe Sample.

                  e.       The Sampling Frame used in the Probe Sample(s) and
         the Claims Review Sample will be available to the OIG upon request.

         3.       CLAIMS REVIEW RESULTS

                  a.       Narrative Results.

                           i.       A narrative description of how the Claims
                  Review was conducted and what was evaluated. This shall
                  include a description of the analysis used to determine which
                  hospitals were chosen for review under the Billing Engagement
                  and the statistics relevant to the selection of the hospitals.


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                           ii.      A narrative explanation of LifePoint's
                  findings and supporting rationale (including reasons for
                  errors, patterns noted, etc.) regarding the Claims Review,
                  including the results of the Discovery Sample, and the results
                  of the Full Sample (if any) with the gross Overpayment amount,
                  the net Overpayment amount, and the corresponding Error
                  Rate(s) related to the net Overpayment.

                  b.       Quantitative Results

                           i.       Total number and percentage of instances in
                  which LifePoint determined that the Paid Claim submitted by
                  the LifePoint hospital ("Claim Submitted") differed from what
                  should have been the correct claim ("Correct Claim"),
                  regardless of the effect on the payment.

                           ii.      Total number and percentage of instances in
                  which the Claim Submitted differed from the Correct Claim and
                  in which such difference resulted in an Overpayment to
                  LifePoint.

                           iii. The total dollar amount of all Paid Claims in
                  the Claims Review Sample and the total dollar amount of
                  Overpayments associated with the Paid Claims identified by the
                  DRG or Laboratory Claims Review. (This is the total dollar
                  amount of the Overpayments identified in section B.3.b above.)

                           iv.      Error Rate in the sample.

                           v.       A spreadsheet of the DRG or Laboratory
                  Claims Review results that includes the following information
                  for each Paid Claim appraised: Federal health care program
                  billed, beneficiary health insurance claim number, date of
                  service, procedure code submitted, procedure code reimbursed,
                  allowed amount reimbursed by payor, correct procedure code (as
                  determined by LifePoint), correct allowed amount (as
                  determined by LifePoint), dollar difference between allowed
                  amount reimbursed by payor and the correct allowed amount.
                  (See Attachment 1 to this Appendix.)

         4.       CLAIMS SYSTEMS REVIEW. Observations, findings and
recommendations on possible improvements to the system(s) and process(es) that
generated the Overpayment(s).

         5.       CREDENTIALS. The names and credentials of the individuals who:
(1) designed the statistical sampling procedures and the review methodology
utilized for the DRG or Laboratory Claims Review; and (2) performed the DRG or
Laboratory Claims Review.


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