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                                                                   EXHIBIT 10.22

                           SALE AND PURCHASE AGREEMENT

         THIS SALE AND PURCHASE AGREEMENT ("Agreement"), dated as of August 31,
2001 (the "Effective Date"), is made and entered into upon the terms and
conditions hereinafter set forth, by and between MEDITRUST HEALTHCARE
CORPORATION, a Delaware corporation ("Seller"), IASIS HEALTHCARE HOLDINGS, INC.,
a Delaware corporation ("Purchaser"), and ST. LUKE'S MEDICAL CENTER, LP, a
Delaware limited partnership ("Lessee").

                                    RECITALS:

         1.       Pursuant to a Facility Lease dated as of February 1, 1995, by
and between Meditrust of Arizona, Inc., a Delaware corporation
("Meditrust-Arizona"), and OrNda HealthCorp of Phoenix, Inc., a California
corporation ("OrNda-Phoenix"), a memorandum of which is of record as Instrument
No. 95-0079420 in the Official Records of the Maricopa County (Arizona)
Recorder, as amended by First Amendment to Facility Lease dated January 22,
1996, by and between Meditrust-Arizona and OrNda-Phoenix, a memorandum of which
is of record as Instrument No. 96-0047708 in the Official Records of the
Maricopa County Recorder, as further amended by Second Amendment to Facility
Lease dated September 15 1997, by and between Meditrust-Arizona and
OrNda-Phoenix (collectively, the "Facility Lease"), Meditrust-Arizona leased to
OrNda-Phoenix certain real property more particularly described in the Facility
Lease (collectively, the "Real Property").

         2.       Pursuant to a Ground Lease dated January 22, 1996, by and
between Meditrust-Arizona and Tempe St. Luke's Investors Limited Partnership, an
Arizona limited partnership ("TSLILP"), a memorandum of which is of record as
Instrument No. 96-0047701 in the Official Records of the Maricopa County
Recorder (the "Ground Lease"), Meditrust-Arizona leased to TSLILP a portion of
the Real Property initially leased pursuant to the Facility Lease, as more
particularly described in the Ground Lease (the "Ground Lease Parcel").

         3.       Meditrust-Arizona merged with and into Meditrust Company LLC,
a Delaware limited liability company ("Meditrust"), which in turn merged with
and into New Meditrust Company LLC, a Delaware limited liability company ("New
Meditrust").

         4.       Lessee is the lessee under the Facility Lease pursuant to a
Lease Assignment and Assumption Agreement dated October 16, 1999, by and among
New Meditrust, OrNda-Phoenix and Lessee. Purchaser is the general partner of
Lessee.

         5.       AZ-Tempe Luke Limited Partnership, a Florida limited
partnership ("Ground Lessee"), is the lessee under the Ground Lease pursuant to
an Assignment and Assumption of Ground Lease and Easement Agreement dated
January 20, 1998, by and between TSLILP and MT-BR Limited Partnership, a
Delaware limited partnership ("MT-BR"), of record as Instrument No. 98-0071562
in the Official Records of the Maricopa County Recorder, and an Assignment and
Assumption of Ground Lease and Easement Agreement dated January 28, 2000, by and

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among MT-BR, Ground Lessee and New Meditrust, of record as Instrument No.
00-0143989 in the Official Records of the Maricopa County Recorder.

         6.       New Meditrust conveyed the Real Property to Seller by deeds
dated March 21, 2001, of record as Instrument Nos. 01-0238127 and 01-0238128 in
the Official Records of the Maricopa County Recorder. The interest of New
Meditrust in, to and under the Facility Lease was assigned to and assumed by
Seller pursuant to an Assignment and Assumption Agreement dated March 28, 2001,
by and between New Meditrust and Seller. The interest of New Meditrust in, to
and under the Ground Lease has been or will be assigned to and assumed by Seller
pursuant to an Assignment and Assumption Agreement dated as of March 21, 2001,
by and between New Meditrust and Seller.

         7.       Subject to the terms and conditions of this Agreement, Seller
has agreed to sell to Purchaser, and Purchaser has agreed to purchase from
Seller, the right, title and interest of Seller in, to and under the Real
Property, the Ground Lease and certain other assets hereinafter described.

                                   AGREEMENTS:

         NOW, THEREFORE, in consideration of the Purchase Price, the mutual
covenants and agreements of the parties set forth herein and other good and
valuable consideration, the receipt and sufficiency of all of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       Assets To Be Purchased. Subject to the terms and conditions of
this Agreement, Seller shall sell and convey to Purchaser, and Purchaser shall
purchase from Seller, all of Seller's right, title and interest in, to and under
the following (collectively the "Conveyed Assets"):

                  (a)      the Real Property other than the Ground Lease Parcel,
         together with (1) all air rights, easements, rights of way, tenements
         and hereditaments appertaining thereto and (2) all buildings,
         structures, fixtures and other improvements permanently erected or
         placed thereon;

                  (b)      the Ground Lease Parcel, together with (1) all air
         rights, easements, rights of way, tenements and hereditaments
         appertaining thereto and (2) to the extent of any interest of Seller
         therein, all buildings, structures, fixtures and other improvements
         permanently erected or placed thereon;

                  (c)      to the extent of any interest of Seller therein, all
         personal property and fixtures located on or at the Real Property (the
         "Personal Property");

                  (d)      the Ground Lease; and

                  (e)      all warranty and guaranty claims (if any) under or
         with respect to the Personal Property or with respect to any
         construction of or repairs to the Premises (defined below) or any part
         thereof.


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The property and interests in property described in the preceding clauses (a),
(b) and (c), to the full extent of Seller's right, title and interest therein,
thereto and thereunder, are sometimes herein referred to collectively as the
"Premises".

         2.       Purchase Price; Earnest Money; Escrow Agent.

                  (a)      The purchase price for the Conveyed Assets shall be
         the sum of Fifty-Five Million and No/100ths Dollars ($55,000,000.00)
         (the "Purchase Price"), payable as follows:

                           (1)      The sum of Five Hundred Thousand and
                  No/100ths Dollars ($500,000.00) (the "Earnest Money") shall be
                  paid to First American Title Insurance Company, a California
                  corporation having a place of business at 6077 Primacy
                  Parkway, Suite 121-B, Memphis, Tennessee 38119 ("Escrow
                  Agent"), in cash or other immediately available funds within
                  one (1) business day following the final execution of this
                  Agreement, to be held in escrow by Escrow Agent pursuant to
                  the terms of this Section 2 and applied in accordance with the
                  terms of this Agreement. At the closing of the sale and
                  purchase of the Conveyed Assets (the "Closing"), the Earnest
                  Money shall be returned to Purchaser or applied to the payment
                  of the Purchase Price, as directed by Purchaser.

                           (2)      The Purchase Price (including that portion
                  of the Earnest Money, if any, applied to the payment of the
                  Purchase Price in accordance with Purchaser's directions)
                  shall be paid in cash or other immediately available funds at
                  Closing.

                  (b)      Purchaser shall be entitled to make such arrangements
         as may be acceptable to Escrow Agent to invest the Earnest Money in an
         interest-bearing account in any banking institution in which Escrow
         Agent currently maintains one or more accounts, with interest earned
         becoming part of the Earnest Money; provided, however, that any such
         instructions from Purchaser must be in writing and Purchaser shall
         assume any risk of loss thereby.

                  (c)      Without limiting any other right or remedy of
         Purchaser hereunder, in the event that the Closing does not occur
         because of the nonoccurrence of a Closing Condition specified in
         paragraphs 5(a)(2) through (5), subsection 5(b) or paragraphs 5(c)(3)
         or (4), the Earnest Money shall be paid or returned to Purchaser.

                  (d)      Escrow Agent shall not be liable for any loss or
         damage resulting from the following:

                           (1)      The financial status or insolvency of, or
                  any misrepresentation made by, any other party to this
                  Agreement.

                           (2)      The legal effect or any insufficiency of any
                  instrument deposited with or delivered by or to Escrow Agent
                  or exchanged by the parties hereunder.


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                           (3)      The default, error, action or omission of
                  any other party to this Agreement.

                           (4)      Any delay in any electronic wire transfer of
                  funds that is not the result of the actions of Escrow Agent.

                           (5)      Any loss, diminution in value or failure to
                  achieve a greater profit as a result of the Earnest Money
                  deposit, any loss that arises from the fact that the amount of
                  the deposit may cause the aggregate amount of the depositor's
                  accounts to exceed $100,000 and that the excess amount is not
                  insured by the Federal Deposit Insurance Corporation (FDIC),
                  any loss or impairment of funds that have been deposited in
                  escrow while those funds are in the course of collection or
                  while those funds are on deposit in a financial institution if
                  such loss or impairment results from the failure, insolvency
                  or suspension of business of a financial institution, or any
                  loss or impairment of funds due to the invalidity of any
                  draft, check, document or other negotiable instrument
                  delivered to Escrow Agent.

                           (6)      The expiration of any time limit or other
                  consequence of delay unless a properly executed instrument,
                  accepted by Escrow Agent, has instructed Escrow Agent to
                  comply with said time limit.

                           (7)      Escrow Agent's compliance with any legal
                  process, subpoena, writ, order, judgment or decree of any
                  court, whether issued with or without jurisdiction and whether
                  or not subsequently vacated, modified, set aside or reversed.

                  (e)      In the event that litigation is initiated relating to
         this Agreement, the parties hereto agree that Escrow Agent shall be
         held harmless from any and all loss, damages, claims, liabilities,
         judgments and other costs and expenses of every kind and nature that
         may be incurred by Escrow Agent by reason of its acceptance of, and its
         performance under, this Escrow Agreement (including, without
         limitation, attorney's fees), except any acts or omissions arising from
         Escrow Agent's willful default or gross negligence. To the extent that
         Escrow Agent holds funds under the terms of this Escrow Agreement, the
         parties agree that Escrow Agent may charge those funds with any such
         attorney's fees, court costs and expenses as they are incurred by
         Escrow Agent.

                  (f)      In the event that conflicting claims or demands are
         made on Escrow Agent or Escrow Agent, in good faith, believes that any
         instructions with regard to the Earnest Money are in conflict or are
         unclear or ambiguous, Escrow Agent may refuse to comply with any such
         instruction, claim or demand so long as such disagreement shall
         continue, and in so refusing Escrow Agent shall not release the Earnest
         Money or make any other disposition of the Earnest Money. Escrow Agent
         shall not be or become liable in any way to the parties for its failure
         or refusal to comply with any such conflicting instructions or adverse
         claims or demands, and it shall be entitled to continue so to refrain


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         from acting until such conflicting or adverse demands (i) shall have
         been adjusted by agreement and Escrow Agent shall have been notified in
         writing thereof by the parties or (ii) shall have been finally
         determined in a court of competent jurisdiction. Furthermore, Escrow
         Agent may, but shall not be required to, bring an interpleader action
         in either Shelby County, Tennessee, or Maricopa County, Arizona. Such
         action shall not be deemed to be the "fault" of Escrow Agent, and
         Escrow Agent may lay claim to or against the Earnest Money for its
         reasonable costs and attorney's fees in connection with same, through
         final appellate review. To that end, the parties hereto other than
         Escrow Agent agree to indemnify Escrow Agent from all such attorney's
         fees, court costs and expenses.

                  (g)      Escrow Agent shall receive a fee of Five Hundred
         Dollars ($500.00) for its services under this Agreement unless
         extraordinary requirements are made for its services as Escrow Agent,
         which fee is to be paid by Purchaser.

         3.       Title Evidence.

                  (a)      Title Commitment. With reasonable promptness
         following the Effective Date, Purchaser shall obtain a commitment for
         the issuance of an owner's policy of title insurance (ALTA Form B-1992)
         with respect to the Real Property (the "Title Commitment") in the full
         amount of the Purchase Price, issued by a title insurance company
         selected by Purchaser (the "Title Company"), together with copies of
         all recorded exceptions to title disclosed thereby (the "Title
         Exception Documents"). The Title Commitment shall show Purchaser or its
         assigns as the proposed insured thereunder and shall show Seller as
         owner of the Real Property, subject to any exceptions so disclosed.

                  (b)      Survey. Within five (5) business days after the
         Effective Date, Seller shall provide Purchaser with a copy of any
         existing survey of the Real Property in Seller's possession (the
         "Existing Survey"). Purchaser also may in its discretion obtain a
         current boundary survey of the Real Property prepared by a duly
         licensed land surveyor, certified to Seller, Purchaser and Title
         Company pursuant to a form of certificate acceptable to them (the
         "Survey", which term shall refer to the Existing Survey if Purchaser in
         its discretion determines not to obtain a current boundary survey of
         the Real Property).

                  (c)      Title/Survey Review. As used herein, "Permitted
         Exceptions" means, collectively: (1) applicable laws and regulations of
         any governmental authority; (2) all taxes due and payable for period
         beginning February 1, 1995; (3) any liens for municipal betterments
         that are not due as of the Closing Date; (4) the matters listed in
         Exhibit B to the Facility Lease; (5) any encumbrances created by Lessee
         or Lessee's predecessor in interest under the Facility Lease; (6) with
         respect to the Ground Lease Parcel only, that certain Fee and Leasehold
         Deed of Trust, Assignment of Leases and Rents, Security Agreement and
         Fixture Filing dated as of January 28, 2000, from Ground Lessee to
         Chicago Title Insurance Company, Trustee, for the use and benefit of
         GMAC Commercial Mortgage Corporation ("GMAC"), of record as Instrument
         No. 00-0143990 in the Official Records of the Maricopa County Recorder,
         as the same may now or hereafter be amended (the "GMAC Deed of Trust"),
         (7) any other encumbrances recorded


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         after February 1, 1995 that do not unreasonably interfere with the use
         and enjoyment of the Premises for the Primary Intended Use (as defined
         in the Facility Lease) and that would not preclude Seller from
         providing insurable title to the Premises; and (8) any matters shown on
         the Title Commitment or the Survey and not objected to by Purchaser
         before the expiration of the Inspection Period. The foregoing listing
         of Permitted Exceptions shall not in any way restrict or limit
         Purchaser's rights pursuant to paragraph 5(a)(1), including Purchaser's
         right to disapprove the Premises for any reason including its
         dissatisfaction with any matter relating to title to the Premises,
         regardless of whether such matter otherwise would constitute a
         Permitted Exception.

                  If, on or before the Closing Date, Purchaser determines that
         title to the Premises is subject to any matter other than Permitted
         Exceptions, Purchaser shall provide Seller with written notice (the
         "Title Objection Notice") specifying the matters other than Permitted
         Exceptions that affect title to the Premises and to which Purchaser
         objects (any such exceptions to which Purchaser so objects being
         hereinafter called "Unauthorized Exceptions"). Seller shall have five
         (5) business days after receipt of Purchaser's Title Objection Notice
         to notify Purchaser which Unauthorized Exception(s), if any, Seller, in
         the exercise of its sole discretion, will agree to cure at or prior to
         the Closing (subject to subsection 11(e)), whereupon Purchaser shall
         have three (3) business days after receipt of such notice to elect
         either to: (i) terminate this Agreement by written notice to Seller,
         without any liability on its part, whereupon the Earnest Money shall be
         paid or returned to Purchaser and the parties hereto shall have no
         further rights, duties or obligations hereunder except as otherwise
         expressly provided herein; or (ii) accept title to the Real Property
         subject only to such Unauthorized Exceptions as Seller has not agreed
         to cure, without reduction in the amount of the Purchase Price except
         for reductions necessary to remove liens securing liquidated amounts
         that are not the responsibility of Lessee (or its predecessor in
         interest as lessee under the Facility Lease) under the Facility Lease
         and except as otherwise expressly provided herein, in which case such
         Unauthorized Exceptions shall be deemed to be Permitted Exceptions
         hereunder. In the event that Purchaser fails to terminate this
         Agreement in accordance with clause (i) above by giving written notice
         to Seller within the five (5) business day period aforesaid, Purchaser
         shall be deemed to have elected to take title to the Real Property in
         accordance with the terms of clause (ii) above. At or prior to the
         Closing, Seller shall cure the Unauthorized Exceptions that Seller has
         notified Purchaser in writing that Seller will cure.

         4.       Furnishing of Information.

                  (a)      As soon as is practicable, but in any event within
         five (5) business days after the Effective Date, Seller shall deliver
         to Purchaser the following information and materials (the "Due
         Diligence Materials"), to the extent such materials exist and are in
         Seller's possession or under Seller's control:

                           (1)      any title insurance commitments or policies
                  regarding the Real Property or any portion thereof, together
                  with copies of any documents identified therein as exceptions
                  to title;


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                           (2)      any Existing Survey;

                           (3)      any plans, drawings, specifications and
                  engineering and architectural studies and work (including "as
                  built" plans and drawings, if any) with regard to the
                  Premises;

                           (4)      copies of the Facility Lease and the Ground
                  Lease (sometimes herein referred to individually and
                  collectively as the "Leases") and any amendments or proposed
                  amendments thereto;

                           (5)      copies of any soil boring or other similar
                  engineering reports with respect to the Premises obtained
                  during the period during which Seller has owned the Premises;
                  and

                           (6)      copies of any "Phase 1" or other
                  environmental assessment reports with respect to the Premises
                  obtained during the period during which Seller has owned the
                  Premises.

         Seller makes no representation or warranty regarding the content of any
         of the foregoing. Furthermore, notwithstanding the delivery of items to
         Purchaser pursuant to paragraphs (1) and (2) above, the parties hereto
         acknowledge and agree that Purchaser shall have the sole responsibility
         to obtain its own title insurance and any updated survey it desires to
         have.

                  (b)      Seller acknowledges and agrees that
         Purchaser may, at Purchaser's sole expense, perform engineering and
         environmental studies, which may include soil borings and other
         physical examination and testing of the Real Property; provided,
         however, that after performing such tests the Real Property shall, at
         Purchaser's expense, be returned to substantially the same condition as
         it was in prior to the performance of such tests. Purchaser shall
         indemnify Seller and hold Seller harmless from and against any losses,
         claims, damages, liabilities and expenses, including reasonable
         attorneys' fees, that may be imposed upon or incurred by Seller as a
         result of the above-described activities of Purchaser on the Real
         Property, and this indemnity obligation shall survive the Closing or
         any termination of this Agreement. In the event that the Closing does
         not occur through no fault of Seller, Purchaser shall provide to
         Seller, upon Seller's request, copies of all reports, summaries and
         test results obtained by Purchaser with respect to the Property.

         5.       Conditions to Closing. In addition to any conditions to
Closing set forth elsewhere in this Agreement:

                  (a)      The Closing and Purchaser's obligations hereunder
         with respect thereto are expressly contingent and conditioned upon the
         fulfillment, compliance, satisfaction and performance of each of the
         following conditions at or prior thereto, any one or more of which may
         be waived or deferred in whole or in part, but only in writing, by
         Purchaser at its option and in its sole discretion; provided, however,
         that any condition precedent to Purchaser's obligations that has not
         been fulfilled, complied with, satisfied or performed


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         at or prior to the Closing shall be conclusively deemed waived if
         Purchaser consummates the Closing despite the lack of fulfillment,
         compliance with, satisfaction or performance of such condition:

                           (1)      Purchaser shall have inspected and approved
                  the Premises and the Due Diligence Materials. Purchaser shall
                  have a period of time beginning on the Effective Date and
                  ending at 11:59 p.m. Central time on October 1, 2001 (the
                  "Inspection Period", which shall be extended by one day for
                  each day after the five business day period described in
                  subsection 4(a) that elapses prior to delivery of the last of
                  the Due Diligence Materials to be delivered to Purchaser
                  pursuant to paragraphs 4(a)(1), (2) and (4)) within which to
                  examine same and to inspect the Premises and to indicate its
                  disapproval of the Premises or the Due Diligence Materials or
                  any part thereof to Seller by delivering written notice of
                  same to Seller. If Purchaser, in Purchaser's sole discretion,
                  finds the Premises or any of the Due Diligence Materials
                  unacceptable in any respect, Purchaser may terminate this
                  Agreement by so notifying Seller prior to the expiration of
                  the Inspection Period, in which case the parties hereto shall
                  have no further duties, rights or obligations hereunder except
                  as otherwise expressly provided in Sections 4 and 18, and
                  Seller shall instruct Escrow Agent to pay or return the
                  Earnest Money to Purchaser. If Purchaser fails to notify
                  Seller in writing of Purchaser's disapproval of the Premises
                  or the Due Diligence Materials within the Inspection Period,
                  Purchaser will be deemed to have approved the condition of the
                  Premises and the form and content of the Ground Lessee
                  estoppel certificate to be delivered by Seller pursuant to
                  paragraph 13(h).

                           (2)      Not later than the Closing Date, (A)
                  Purchaser shall have obtained new financing for the purchase
                  of the Conveyed Assets and expenses related thereto, in a
                  principal amount not less than the amount of the Purchase
                  Price, on terms and conditions satisfactory to Purchaser, and
                  (B) Purchaser shall have obtained any consents, approvals or
                  waivers regarding this transaction (collectively, the "Iasis
                  Credit Facility Consents") required under the terms of or in
                  connection with the Credit Agreement dated October 15, 1999,
                  by and among IASIS Healthcare Corporation, a Delaware
                  corporation (the "Company"), certain lenders, J.P. Morgan
                  Securities, Inc. and The Bank of Nova Scotia, as Co-Lead
                  Arrangers and Co-Book Runners, Paribas, as Documentation
                  Agent, The Bank of Nova Scotia, as Syndication Agent, and
                  Morgan Guaranty Trust Company of New York, as Administrative
                  Agent, as amended (the "Credit Agreement"). If Purchaser fails
                  to consummate the Closing solely because a condition specified
                  in either clause (A) or (B) of the preceding sentence has not
                  been satisfied, Purchaser will be responsible to reimburse
                  Seller for any legal fees and other out-of-pocket expenses, if
                  any, reasonably incurred by Seller subsequent to the Effective
                  Date in preparing to close the transaction that is the subject
                  of this Agreement; provided, however, that the amount for
                  which Purchaser is obligated to reimburse Seller pursuant to
                  this sentence in no event shall exceed $50,000.


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                           (3)      All of the covenants and agreements made by
                  Seller in this Agreement shall have been fully and timely
                  performed in all material respects, and Purchaser shall have
                  received the Seller Closing Certification, dated as of the
                  Closing Date and disclosing no events or changes in facts or
                  circumstances regarding Seller's representations and
                  warranties that have occurred after the date hereof except as
                  have been approved by Purchaser, in its discretion. Purchaser
                  shall not be obligated to purchase less than all of the Real
                  Property and, subject to the terms and conditions of this
                  Agreement, the entire Real Property shall be sold and
                  purchased simultaneously.

                           (4)      There shall be no writ, injunction, decree
                  or order of any nature issued by or pending before any court
                  or governmental agency directing that the transactions
                  contemplated by this Agreement not be consummated.

                           (5)      Any applicable waiting period under the
                  Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
                  Act") shall have been terminated or expired after the filing
                  of notification and report forms in accordance with subsection
                  11(b), with no action by any governmental authority having
                  been taken during such waiting period seeking to prevent or
                  materially modify the transaction contemplated hereunder.

                  (b)      The Closing and Lessee's obligations hereunder with
         respect thereto are expressly contingent and conditioned upon the
         fulfillment, compliance, satisfaction and performance of each of the
         following conditions at or prior thereto, any one or more of which may
         be waived or deferred in whole or in part, but only in writing, by
         Lessee at its option and in its sole discretion; provided, however,
         that any condition precedent to Lessee 's obligations that has not been
         fulfilled, complied with, satisfied or performed at or prior to the
         Closing shall be conclusively deemed waived if Lessee consummates the
         Closing despite the lack of fulfillment, compliance with, satisfaction
         or performance of such condition:

                           (1)      Not later than the Closing Date, Purchaser
                  and Lessee shall have obtained the Iasis Credit Facility
                  Consents.

                           (2)      All of the covenants and agreements made by
                  Seller in this Agreement shall have been fully and timely
                  performed in all material respects, and Lessee shall have
                  received the Seller Closing Certification, dated as of the
                  Closing Date and disclosing no events or changes in facts or
                  circumstances regarding Seller's representations and
                  warranties that have occurred after the date hereof except as
                  have been approved by Lessee, in its discretion.

                           (3)      There shall be no writ, injunction, decree
                  or order of any nature issued by or pending before any court
                  or governmental agency directing that the transactions
                  contemplated by this Agreement not be consummated.


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                           (4)      Any applicable waiting period under the HSR
                  Act shall have been terminated or expired after the filing of
                  notification and report forms in accordance with subsection
                  11(b), with no action by any governmental authority having
                  been taken during such waiting period seeking to prevent or
                  materially modify the transaction contemplated hereunder.

                  (c)      The Closing and Seller's obligations hereunder with
         respect thereto are expressly contingent and conditioned upon the
         fulfillment, compliance, satisfaction and performance of each of the
         following conditions at or prior thereto, any one or more of which may
         be waived or deferred in whole or in part, but only in writing, by
         Seller at its option and in its sole discretion; provided, however,
         that any condition precedent to Seller's obligations that has not been
         fulfilled, complied with, satisfied or performed at or prior to the
         Closing shall be conclusively deemed waived if Seller consummates the
         Closing despite the lack of fulfillment, compliance with, satisfaction
         or performance of such condition:

                           (1)      All of the covenants and agreements made by
                  Purchaser and Lessee in this Agreement shall have been fully
                  and timely performed in all material respects, and Seller
                  shall have received the Purchaser Closing Certification and
                  the Lessee Closing Certification, dated as of the Closing Date
                  and disclosing no events or changes in facts or circumstances
                  regarding Purchaser's or Lessee's representations and
                  warranties that have occurred after the date hereof except as
                  have been approved by Seller, in its discretion. Seller shall
                  not be obligated to convey less than all of the Real Property
                  and, subject to the terms and conditions of this Agreement,
                  the entire Real Property shall be sold and purchased
                  simultaneously.

                           (2)      Any amounts that are due, owing and unpaid
                  under the Facility Lease as of the Closing Date shall have
                  been paid to Seller by Lessee on or before the Closing Date.

                           (3)      There shall be no writ, injunction, decree
                  or order of any nature issued by or pending before any court
                  or governmental agency directing that the transactions
                  contemplated by this Agreement not be consummated.

                           (4)      Any applicable waiting period under the HSR
                  Act shall have been terminated or expired after the filing of
                  notification and report forms in accordance with subsection
                  11(b), with no action by any governmental authority having
                  been taken during such waiting period seeking to prevent or
                  materially modify the transaction contemplated hereunder.

The conditions set forth in this Section 5, together with any other conditions
to Closing set forth in this Agreement, are sometimes herein referred to
collectively as "Closing Conditions".


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<PAGE>

         6.       Responsibility for Premises; Condemnation; Casualty Loss.

                  (a)      Until Closing, and except as otherwise provided in
         the Facility Lease, Seller shall have the full responsibility and the
         entire liability for any and all damage or injury of any kind
         whatsoever to the Premises and any and all persons (whether tenants,
         employees or otherwise) injured at or from activities on the Premises,
         in the same manner as if the parties had not entered into this
         Agreement.

                  (b)      If at any time prior to Closing Lessee learns that
         the Premises (or any part thereof) are threatened with condemnation, or
         that legal proceedings have been commenced under the power of eminent
         domain, Lessee shall promptly notify Seller of such fact, in writing,
         and furnish to Seller full copies of all pleadings, correspondence and
         other documents and data pertaining thereto. If at any time prior to
         Closing Seller learns that the Premises (or any part thereof) are
         threatened with condemnation, or that legal proceedings have been
         commenced under the power of eminent domain, Seller shall promptly
         notify Purchaser of such fact, in writing, and furnish to Purchaser
         full copies of all pleadings, correspondence and other documents and
         data pertaining thereto. Purchaser shall have the option, which must be
         exercised by it within ten (10) days after its receipt of written
         notice from Seller of the threat or pendency of any such proceedings
         and the aforesaid copies of documents and information, to terminate
         this Agreement or to proceed with the Closing. If Purchaser fails to
         give Seller written notice of its termination of this Agreement within
         said ten day period, Purchaser shall be deemed to have elected to
         proceed with the Closing. If Purchaser elects to terminate this
         Agreement, the Earnest Money shall be paid or returned to Purchaser and
         the parties shall have no further rights, duties or obligations
         hereunder except as otherwise expressly provided in Sections 4 and 18.
         If Purchaser elects to proceed with the Closing, it shall be obligated
         to do so without a reduction in the amount of the Purchase Price
         (except as otherwise expressly provided herein); however,
         notwithstanding any provision of the Facility Lease that may be to the
         contrary, at the Closing Purchaser shall be entitled to any and all
         awards payable to Seller as a result of such condemnation or eminent
         domain proceedings and, to the extent the same may be necessary or
         appropriate, Seller shall assign to Purchaser Seller's rights to such
         awards.

                  (c)      If, prior to Closing, the Premises (or any part
         thereof) are destroyed or substantially damaged, Seller shall promptly
         give Purchaser written notice of such destruction or damage and
         Purchaser shall have the option, which must be exercised by it within
         ten (10) days after its receipt of such notice, to terminate this
         Agreement or to proceed with the Closing. If Purchaser fails to give
         Seller written notice of its termination of this Agreement within said
         ten (10) day period, Purchaser shall be deemed to have elected to
         proceed with the Closing. If Purchaser elects to terminate this
         Agreement, the Earnest Money shall be paid or returned to Purchaser and
         the parties shall have no further rights, duties or obligations
         hereunder except as otherwise expressly provided in Sections 4 and 18.
         If Purchaser elects to proceed with the Closing or if the damage to the
         Premises is not substantial (as defined below), Purchaser shall be
         obligated to proceed with the Closing without a reduction in the amount
         of the Purchase Price


                                      -11-
<PAGE>

         (except as otherwise expressly provided herein); however,
         notwithstanding any provision of the Facility Lease that may be to the
         contrary, at the Closing Purchaser shall be entitled to any insurance
         proceeds payable by insurance companies to Seller as a result of such
         damage and, to the extent the same may be necessary or appropriate,
         Seller shall assign to Purchaser Seller's rights to such proceeds.

                  (d)      For the purposes of this Section 6, destruction or
         damage to the Premises shall be deemed "substantial" only if the loss
         in question is reasonably estimated by Purchaser to exceed $500,000.

         7.       GENERAL DISCLAIMER OF WARRANTIES; ENVIRONMENTAL PROTECTION.


                  (a)      EXCEPT AS EXPRESSLY SET FORTH IN SUBSECTION 7(b) AND
         SECTION 8, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER,
         EITHER EXPRESS OR IMPLIED OR STATUTORY, RELATING TO THE PREMISES OR ANY
         PORTION THEREOF, OR RELATING TO THE CONDITION OF THE PREMISES. SELLER
         MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSES IN RESPECT
         OF THE PREMISES, AND THE SAME ARE SOLD IN AN "AS IS, WHERE IS"
         CONDITION.

                  (b)      Seller represents to Purchaser that Seller has not
         received written notice of any violation by any owner or user of the
         Premises of any applicable law, statute, regulation, rule, ordinance or
         order with respect to environmental protection, and Purchaser agrees
         that no other representations or warranties have been made by Seller
         relating to environmental protection or the presence of hazardous
         substances in or on the Premises, or that the condition or use of the
         Premises is in compliance with applicable federal, state or local laws,
         statutes, regulations, rules, ordinances or orders, building or zoning
         ordinances or other similar legal requirements. For purposes hereof,
         "hazardous substances" means asbestos, polychlorinated biphenyls,
         petroleum, petroleum derivatives or by-products, other hydrocarbons,
         urea formaldehyde and all other hazardous wastes, toxic substances and
         related materials, including substances defined as "hazardous
         substances" or "toxic substances" in the Comprehensive Environmental
         Response Compensation and Liability Act of 1980, as amended by the
         Superfund Amendments and Reauthorization Act of 1986, as further
         amended, 42 USC ss.9601, et seq., the Hazardous Materials
         Transportation Act, as amended, 49 USC ss.6901 et seq., the Resource
         Conservation and Recovery Act of 1976, as amended by the Solid and
         Hazardous Waste Amendments of 1984, as further amended, 42 USC ss.6901,
         et seq., the Toxic Substances Control Act, 15 USC ss.2601 et seq. and
         similar statutes, rules and regulations enacted or promulgated by the
         State of Arizona or any local governmental entity, as amended, relating
         to the protection and preservation of the environment. Purchaser agrees
         that Purchaser is not relying on any warranty or representation of
         Seller or of any agent, employee or representative of Seller except as
         specifically set forth herein, and Purchaser has determined or will
         prior to Closing determine on Purchaser's own behalf the physical and
         geological condition of the Premises and has satisfied itself or will
         satisfy itself prior to Closing with respect to all environmental
         matters relating to the Premises, and is


                                      -12-
<PAGE>

         accepting the Premises in its "AS IS" present condition, subject to all
         deficiencies or other matters, whether known or unknown. Purchaser
         further recognizes that Seller has had no obligation to conduct any
         investigation whatsoever in connection with the conveyance of the
         Premises to Purchaser other than to make arrangements for delivery of
         the environmental report described in paragraph 4(a)(6). The agreements
         expressed in this Section shall survive the Closing.

         8.       Representations and Warranties of Seller. As a material
inducement to Purchaser and Lessee to enter into this Agreement and to purchase
the Conveyed Assets or terminate the Facility Lease, as the case may be, as
provided herein, Seller makes the following representations and warranties to
Purchaser and Lessee, which representations and warranties are true as of the
date of this Agreement and, as a condition of Purchaser's and Lessee's
obligations to consummate the transactions contemplated hereunder, shall be true
and correct as of the Closing Date unless otherwise expressly provided herein;
provided, however, that, such representations and warranties shall be deemed
modified as of the Closing, without breach of the foregoing obligation of Seller
but without waiving the applicable Closing Conditions set forth in subsections
5(a) and (b), by Seller's delivery at Closing of a certification in
substantially the form attached hereto as Exhibit 8 and incorporated herein by
reference, reflecting any events or changes in facts or circumstances regarding
Seller's representations and warranties that have occurred after the date hereof
("Seller's Closing Certification"):

                  (a)      Seller has not received written notice of any
         condemnation or similar proceeding or action presently pending or under
         consideration with respect to the Premises.

                  (b)      Within the one (1) year period preceding the
         Effective Date, Seller has not received written notice of any action,
         suit or proceeding instituted by any person or entity against or
         affecting the Premises before any federal, state, municipal or other
         governmental authority.

                  (c)      Seller has not received written notice that the
         Premises are in violation of any federal, state, county or municipal
         laws, ordinances, orders, regulations or requirements.

                  (d)      Seller has made no written commitments to any
         governmental authority, utility company, property owner's association
         or other organization, group or individual, relating to the Premises,
         that would impose an obligation upon Purchaser or its successors or
         assigns to make any contribution or dedications of money or land or to
         construct improvements, on or off the Premises; and Seller has received
         no written notice that any governmental authority has imposed any
         requirement that any user of the Premises pay, directly or indirectly,
         any special fees, assessments or contributions or incur any expenses or
         obligations with respect to the Premises or any use of the Premises or
         any part thereof.

                  (e)      There are no leases or tenancies affecting the
         Premises to which Seller or any predecessor in interest to Seller is a
         party other than the Lease and the Ground Lease and the respective
         tenancies of Lessee and Ground Lessee thereunder. Neither Seller nor


                                      -13-
<PAGE>

         any agent or representative of Seller holds any security deposits or
         other similar sums in connection with the Leases.

                  (f)      Subject to compliance with applicable provisions of
         the HSR Act and receipt of any required consent of GMAC pursuant to the
         GMAC Deed of Trust, Seller has the legal right and all requisite power
         and authority to enter into this Agreement and to complete the
         transactions contemplated herein.

                  (g)      The person executing this Agreement on behalf of
         Seller is duly and validly empowered and authorized to execute and
         deliver this Agreement on behalf of Seller and to bind Seller in
         accordance with the provisions of this Agreement.

         9.       Representations and Warranties of Purchaser. As a material
inducement to Seller to enter into this Agreement and to sell and convey the
Conveyed Assets and terminate the Facility Lease, as the case may be, as
provided herein, Purchaser makes the following representations and warranties to
Seller, which representations and warranties are true as of the date of this
Agreement and, as a condition of Seller's obligations to consummate the
transactions contemplated hereunder, shall be true and correct as of the Closing
Date unless otherwise expressly provided herein; provided, however, that, such
representations and warranties shall be deemed modified as of the Closing,
without breach of the foregoing obligation of Purchaser but without waiving the
applicable Closing Condition set forth in subsection 5(c), by Purchaser's
delivery at Closing of a certification in substantially the form attached hereto
as Exhibit 9 and incorporated herein by reference, reflecting any events or
changes in facts or circumstances regarding Purchaser's representations and
warranties that have occurred after the date hereof ("Purchaser's Closing
Certification"):

                           (a)      Subject to compliance with applicable
                  provisions of the HSR Act and receipt of the Iasis Credit
                  Facility Consents, Purchaser has the legal right and all
                  requisite power and authority to enter into this Agreement and
                  to complete the transactions contemplated herein.

                           (b)      The person executing this Agreement on
                  behalf of Purchaser is duly and validly empowered and
                  authorized to execute and deliver this Agreement on behalf of
                  Purchaser and to bind Purchaser in accordance with the
                  provisions of this Agreement.

         10.      Representations and Warranties of Lessee. As a material
inducement to Seller to enter into this Agreement and to sell and convey the
Conveyed Assets and terminate the Facility Lease, as the case may be, as
provided herein, Lessee makes the following representations and warranties to
Seller, which representations and warranties are true as of the date of this
Agreement and, as a condition of Seller's obligations to consummate the
transactions contemplated hereunder, shall be true and correct as of the Closing
Date unless otherwise expressly provided herein; provided, however, that, such
representations and warranties shall be deemed modified as of the Closing,
without breach of the foregoing obligation of Lessee but without waiving the
applicable Closing Condition set forth in subsection 5(c), by Lessee's delivery
at Closing of a certification in substantially the form attached hereto as
Exhibit 10 and incorporated herein by reference, reflecting any events or
changes in facts or circumstances


                                      -14-
<PAGE>

regarding Lessee's representations and warranties that have occurred after the
date hereof ("Lessee's Closing Certification"):

                  (a)      Lessee is the current holder of all of the lessee's
         right, title and interest under the Facility Lease, and Lessee has not
         assigned, hypothecated, pledged, sublet or otherwise transferred all or
         any portion of its interest under the Facility Lease except in
         connection with the transactions that are the subject of the Credit
         Agreement.

                  (b)      Lessee has not heretofore exercised the Purchase
         Option (as defined in Article 19 of the Facility Lease) and, except as
         provided in paragraph 12(d), will not do so while this Agreement
         remains in effect.

                  (c)      Subject to compliance with applicable provisions of
         the HSR Act and receipt of the Iasis Credit Facility Consents, Lessee
         has the legal right and all requisite power and authority to enter into
         this Agreement and to complete the transactions contemplated herein.

                  (d)      The person executing this Agreement on behalf of
         Lessee is duly and validly empowered and authorized to execute and
         deliver this Agreement on behalf of Lessee and to bind Lessee in
         accordance with the provisions of this Agreement.

         11.      Certain Covenants and Agreements.

                  (a)      Pursuant to Section 19.3 of the Facility Lease,
         Lessee has a Right of First Refusal (as defined in the Facility Lease)
         with respect to the purchase of the Premises. Lessee hereby waives such
         Right of First Refusal as the same applies to the transaction
         contemplated by this Agreement, but no further or otherwise.

                  (b)      Within thirty (30) days after the Effective Date,
         each of Seller and Purchaser shall execute and file a notification and
         report form as and to the extent required under the HSR Act. Seller and
         Purchaser will take all actions reasonably required to seek early
         termination of the waiting period regarding these filings. Purchaser
         will pay the filing fees in connection with the filing of notification
         and report forms under the HSR Act.

                  (c)      Until the Closing, the payment of the Purchase Price
         and the execution and delivery of the Facility Lease Termination, the
         terms and provisions of the Facility Lease shall remain in full force
         and effect, subject to the provisions hereof, and Lessee shall continue
         to perform faithfully all of its obligations under the Facility Lease.

                  (d)      All press releases, public filings and other
         publicity concerning the transaction contemplated hereby will be
         subject to review and approval by Seller, Purchaser and Lessee, such
         approval not to be unreasonably withheld or delayed. Such approval
         shall not be required if the person issuing any such publicity
         reasonably believes it to be necessary for compliance with requirements
         of law, but such person shall provide the other parties with reasonable
         notice and an opportunity to review the same before


                                      -15-
<PAGE>

         release to the extent practicable. Seller, Purchaser and Lessee hereby
         agree to keep the terms and conditions of this Agreement confidential
         except to the extent that disclosure is required by law; provided,
         however, that the parties may disclose this Agreement to their
         respective lenders, the professional advisors and consultants who are
         advising them or providing necessary professional services in
         connection with the transactions contemplated hereby, Escrow Agent, the
         Title Company and any governmental authorities or other third parties
         as may be necessary in order to obtain the Iasis Credit Facility
         Consent and any required consent of GMAC pursuant to the GMAC Deed of
         Trust.

                  (e)      If by the deadline for Closing Seller is unable to
         convey title to the Premises, subject only to Permitted Exceptions, or
         any other Closing Condition in favor of Purchaser or Lessee that is
         reasonably susceptible of satisfaction within the thirty (30) day
         period described below remains unsatisfied, Purchaser shall so notify
         Seller on or prior to the Closing Date, and Seller may (but shall not
         be obligated to) elect, by written notice to Purchaser and Lessee, to
         extend the Closing Date for a period not to exceed thirty (30) days.
         During such extended period of time, Seller shall use reasonable
         efforts to remove any Unauthorized Exceptions and the parties hereto
         shall use reasonable efforts to cause the unsatisfied Closing
         Condition(s) to be satisfied.

                  At either the originally specified or any extended time for
         performance, Purchaser may in its sole discretion elect to waive any
         outstanding Unauthorized Exceptions and accept such title to the
         Premises as Seller then is able to convey (in which event Seller shall
         convey such title), or Purchaser and Lessee may in their sole
         discretion elect to waive any other unsatisfied Closing Conditions, all
         without adjustment of the Purchase Price except as expressly set forth
         herein.

         12.      Closing.

                  (a)      Subject to all the terms and conditions of this
         Agreement, the Closing shall take place at 10:00 a.m. (Eastern time) on
         October 15, 2001 at the offices of Nutter, McClennen & Fish, LLP, One
         International Place, Boston, Massachusetts, or at such other time and
         place as shall be mutually agreed upon in writing by Seller, Purchaser
         and Lessee in writing (the date of the Closing being referred to herein
         as the "Closing Date"). The parties acknowledge their willing to
         consummate the Closing by using the Title Company as escrow agent for
         the delivery and release of the required documents by mail, courier
         service or other means, subject to such escrow arrangements as are
         reasonably acceptable to the parties. Possession of the Premises shall
         be delivered on the Closing Date subject to the rights of parties in
         possession pursuant to the Facility Lease and the Ground Lease (and
         persons claiming by, through or under them) and the Permitted
         Exceptions.

                  (b)      At the Closing, Seller agrees to convey fee simple
         title to the Real Property to Purchaser, subject only to the Permitted
         Exceptions, by a special warranty deed in form reasonably satisfactory
         to Seller and Purchaser (the "Deed").


                                      -16-
<PAGE>

                  (c)      At the Closing, the Title Company shall delete from
         the Title Commitment all exceptions to title disclosed thereby except
         the Permitted Exceptions, and shall agree to issue and deliver to
         Purchaser a policy of title insurance conforming to the updated Title
         Commitment (the "Owner's Title Policy") as soon as is practicable
         following the Closing. Purchaser shall pay the premium for the Owner's
         Title Policy.

                  (d)      Seller, Purchaser and Lessee hereby acknowledge and
         agree that (a) at Closing, the Purchase Option shall be deemed to have
         been modified to conform to the provisions of this Agreement, and (b)
         the purchase of the Conveyed Assets by Purchaser pursuant to this
         Agreement shall constitute a purchase of the Real Property pursuant to
         the Purchase Option.

         13.      Seller's Obligations at Closing. At (or prior to) Closing, and
subject to the terms, conditions and provisions hereof and the performance by
Purchaser of its obligations as set forth above, Seller shall:

                  (a)      Execute, acknowledge and deliver to Purchaser the
         Deed.

                  (b)      Deliver to Purchaser originals (or if not available,
         copies) of the Facility Lease and the Ground Lease.

                  (c)      Execute and deliver to Purchaser an assignment and
         assumption of the Ground Lease, in substantially the form attached
         hereto as Exhibit 13(c) (the "Assignment of Ground Lease").

                  (d)      Execute and deliver to Purchaser an instrument, in
         substantially the form attached hereto as Exhibit 13(d), terminating
         the Facility Lease (the "Facility Lease Termination").

                  (e)      Execute and deliver to Purchaser Seller's Closing
         Certification.

                  (f)      Execute and deliver a settlement statement listing
         all charges and credits for the account of Seller in connection with
         the Closing.

                  (g)      Deliver to Purchaser the affidavit required pursuant
         to Section 1445 of the Internal Revenue Code and the regulations
         thereunder stating, under the penalties of perjury, (1) that Seller is
         not a foreign entity, (2) the U.S. taxpayer identification number of
         Seller, and (3) such other information as may be required by the
         Internal Revenue Code or the regulations thereunder.

                  (h)      Use reasonable efforts to deliver to Purchaser an
         estoppel certificate, in form and content reasonably satisfactory to
         Purchaser, executed by the tenant under the Ground Lease, certifying as
         to such matters involving the Ground Lease as Purchaser reasonably may
         require (actual delivery of the estoppel certificate is not a Closing
         Condition, provided Seller has used reasonable efforts to deliver
         same).


                                      -17-
<PAGE>

                  (i)      If requested by Purchaser, instruct Escrow Agent to
         pay or return the Earnest Money to Purchaser.

                  (j)      Deliver to Purchaser copies of resolutions of the
         board of directors or other managers of Seller authorizing the
         execution and delivery of this Agreement, the Deed, the Assignment of
         Ground Lease, the Facility Lease Termination, Seller's Closing
         Certification and the other documents required to be executed and
         delivered by Seller hereunder, a certificate of the secretary of
         Seller, copies of the organizational documents of Seller, a certificate
         of existence/good standing for Seller and any other documents
         reasonably requested by Seller or the Title Company to verify the power
         and authority of Seller to engage in the transactions contemplated
         hereby.

         14.      Purchaser's Obligations at Closing. At (or prior to) Closing,
and subject to the terms, conditions and provisions hereof and the performance
by Seller of its obligations as set forth above, Purchaser shall:

                  (a)      Pay the Purchase Price to Seller.

                  (b)      Execute and deliver to Seller the Assignment of
         Ground Lease.

                  (c)      Execute and deliver to Seller the Facility Lease
         Termination.

                  (d)      Execute and deliver to Seller Purchaser's Closing
         Certification.

                  (e)      Execute and deliver a settlement statement listing
         all charges and credits for the account of Purchaser in connection with
         the Closing.

                  (f)      Deliver to Seller copies of resolutions of the board
         of directors or other managers of Purchaser (or its general partner)
         authorizing the execution and delivery of this Agreement, the
         Assignment of Ground Lease, the Facility Lease Termination, Purchaser's
         Closing Certification and the other documents required to be executed
         and delivered by Purchaser hereunder, a certificate of the secretary of
         Purchaser, copies of the organizational documents of Purchaser, a
         certificate of existence/good standing for Purchaser and any other
         documents reasonably requested by Seller to verify the power and
         authority of Purchaser to engage in the transactions contemplated
         hereby.

         15.      Lessee's Obligations at Closing. At (or prior to) Closing, and
subject to the terms, conditions and provisions hereof and the performance by
Seller of its obligations as set forth above, Lessee shall:

                  (a)      Execute and deliver to Seller the Facility Lease
         Termination.

                  (b)      Execute and deliver to Seller Lessee's Closing
         Certification.

                  (c)      Deliver to Seller copies of resolutions of the board
         of directors or other managers of Lessee (or its general partner)
         authorizing the execution and delivery of this


                                      -18-
<PAGE>

         Agreement, the Facility Lease Termination, Lessee's Closing
         Certification and the other documents required to be executed and
         delivered by Lessee hereunder, a certificate of the secretary of
         Lessee, copies of the organizational documents of Lessee, a certificate
         of existence/good standing for Lessee and any other documents
         reasonably requested by Seller to verify the power and authority of
         Lessee to engage in the transactions contemplated hereby.

         16.      Closing Costs. The following costs and expenses shall be paid
by the parties as follows in connection with the Closing.


                  (a)      Seller shall pay:

                           (1)      documentary stamps and intangibles taxes, if
                  by local custom such items are typically paid by a seller,

                           (2)      one-half (1/2) of any fees and charges of
                  Escrow Agent, and

                           (3)      all costs, expenses and charges associated
                  with the removal of Unauthorized Exceptions (excluding amounts
                  required to discharge encumbrances that are the responsibility
                  of the tenant under the Facility Lease).

                  (b)      Purchaser shall pay:

                           (1)      the premiums for the Owner's Title Policy,

                           (2)      the charges for any new or updated Survey
                  obtained by Purchaser, and

                           (3)      one-half (1/2) of any fees and charges of
                  Escrow Agent.

                  (c)      Costs and expenses of Closing not specified above
         shall be allocated between the parties in accordance with local custom.

                  (d)      Each party shall pay the fees and expenses of its own
         counsel.

         17.      Prorations.

                  (a)      All prepaid rents with respect to the Premises shall
         be prorated between Seller and Purchaser as of the Closing Date.

                  (b)      Notwithstanding anything to the contrary set forth in
         the Facility Lease, at the Closing, Lessee shall also pay to Seller an
         amount equal to Seller's reasonable estimate of the Additional Rent (as
         defined in the Facility Lease) due for the quarter in which the Closing
         occurs (the "Closing Quarter"). Within ninety (90) days after the
         Closing Date, Lessee shall deliver to Seller a certificate reasonably
         acceptable to Seller and certified by the chief financial officer of
         Lessee, setting forth the Gross Revenues (as


                                      -19-
<PAGE>

         defined in the Facility Lease) for the period from the commencement of
         the Closing Quarter through the Closing Date. A final reconciliation of
         the Additional Rent due for the Closing Quarter shall be made based
         upon such certificate. If, as a result of such reconciliation, (i) the
         Additional Rent determined to be due for the Closing Quarter exceeds
         the amount paid by Lessee at the Closing, Lessee will pay such
         difference to Seller within ten (10) days after such final
         reconciliation or (ii) the Additional Rent determined to be due for the
         Closing Quarter is less than the amount paid by Lessee at the Closing,
         Seller agrees to refund such overpayment to Lessee within ten (10) days
         after such final reconciliation.

                  (c)      All items that are required to be prorated as of the
         Closing Date and that are not subject to an exact determination shall
         be estimated by the parties. When any item so estimated is capable of
         exact determination after the Closing, the party in possession of the
         facts necessary to make the determination shall send the other party a
         detailed statement of the exact determination so made, and the parties
         shall adjust the prior estimate within ten (10) days after both parties
         have received said statement. Either party will be entitled, at its own
         expense, to audit the records supporting the determination made. All
         prorations shall be made as of the Closing Date, with Seller entitled
         to all rents and other income on the Closing Date and to have
         responsibility for all expenses through 11:59 p.m. on the Closing Date,
         and Purchaser entitled to all rents and income and to be responsible
         for all expenses thereafter. The cash payment due to Seller at Closing
         shall be increased or decreased by proration of the foregoing items.

                  (d)      The provisions of this Section 17 shall survive the
         Closing.


         18.      Brokerage. Seller and Purchaser represent and warrant to each
other than they have not engaged the services of any broker in connection with
the sale and purchase contemplated by this Agreement. Seller and Purchaser each
hereby agree to indemnify and hold the other harmless from any claim (including
reasonable expenses incurred in defending such claim, including attorneys' fees
and other expenses) made by any broker or sales agent or similar party for a
commission claimed to be due under the terms of any agreement entered into by
the indemnifying party or otherwise claimed to be due as a result of any actions
taken by the indemnifying party. These indemnities shall survive the Closing or
any termination of this Agreement.

         19.      Merger; Survival; Seller's Knowledge.

                  (a)      All prior understandings and agreements of the
         parties with respect to the subject matter of this Agreement are merged
         in this Agreement, which alone fully and completely expresses their
         agreement with respect to the sale and purchase of the Conveyed Assets.

                  (b)      All representations contained herein, and any other
         provisions hereof that by their terms provide that they survive the
         Closing or any termination of this Agreement, including the agreements
         set forth in Sections 4, 7, 17 and 18 and the representations and
         warranties of Seller set forth in Section 8, of Purchaser set forth in
         Section 9 and of


                                      -20-
<PAGE>

         Lessee set forth in Section 10, shall survive the Closing for a period
         of twenty-four (24) months and until the final resolution of any claim
         for breach asserted within said twenty-four (24) month period.
         Notwithstanding the foregoing, no claim for breach shall be asserted
         against any party after the Closing unless and until such time as the
         aggregate amount of all such post-Closing claims against such party
         equals or exceeds $100,000, and in no event will the aggregate
         liability of any party for breach of its representations and warranties
         herein exceed $3,000,000.

                  (c)      It is understood and agreed that to the extent that
         any representation or warranty of Seller herein is stated to be based
         on Seller's knowledge, such knowledge is limited to the knowledge of
         Michael Bushee and Deborah Pfaff without any independent investigation
         or inquiry.

         20.      Default. In the event that:

                  (a)      Seller fails to consummate the transactions
         contemplated herein for any reason, except for Purchaser's default or
         the nonoccurrence of any condition to Seller's obligations, Purchaser
         may either (1) enforce this Agreement through an action for a decree of
         specific performance; or (2) cancel and terminate this Agreement, in
         which event Purchaser shall be immediately entitled to the payment or
         return of the Earnest Money and the parties shall have no further
         rights, duties or obligations hereunder except as otherwise expressly
         provided in Sections 4 and 18.

                  (b)      Purchaser fails to consummate the transactions
         contemplated herein for any reason, except for Seller's default or
         nonoccurrence of any condition to Purchaser's obligations, Seller may
         cancel and terminate this Agreement and retain the Earnest Money as
         liquidated damages and not as a penalty, and the parties shall have no
         further rights, duties or obligations hereunder except as otherwise
         expressly provided in Sections 4 and 18. The parties acknowledge and
         agree that Seller's right hereunder to retain the Earnest Money as
         liquidated damages upon a default by Purchaser reflects the parties'
         mutual agreement that such amount represents a fair and reasonable
         measure of the damages that would be suffered by Seller for removing
         the Premises from the marketplace and carrying the Premises during the
         pendency of this Agreement, it being further agreed that the exact
         amount of such damages are incapable of ascertainment with mathematical
         precision and that the parties hereto are attempting and intending by
         such provision to establish a measure of damages that is fair and
         reasonable under the circumstances.

         Any defaulting party shall bear the expense of enforcement of this
Agreement, including court costs and reasonable attorney's fees.

         21.      Miscellaneous. The following general provisions govern this
Agreement:

                  (a)      Time of Essence. Time is of the essence of this
         Agreement and each provision hereof.


                                      -21-
<PAGE>

                  (b)      Governing Law. This Agreement is made and executed
         under and in all respects to be governed and construed by the laws of
         the State of Arizona.

                  (c)      Notices. Any notice given to Seller or Purchaser
         pursuant to this Agreement shall be in writing and all notices and
         deliveries hereunder shall be deemed duly given or made upon receipt by
         facsimile transmission, or three (3) days after the date of mailing if
         sent by registered or certified mail, return receipt requested, or on
         the date delivered to a nationally recognized overnight delivery
         service or messenger, addressed as follows:

                           If to Seller, addressed to:

                                    Meditrust Healthcare Corporation
                                    c/o La Quinta Properties, Inc.
                                    197 First Avenue
                                    Needham, MA  02494
                                    Attention:  Michael F. Bushee
                                    Facsimile No. (781) 433-1290

                           with a copy to:

                                    Kathryn A. Arnone, Esq.
                                    Meditrust Healthcare Corporation
                                    c/o La Quinta Properties, Inc.
                                    197 First Avenue
                                    Needham, MA  02494
                                    Facsimile No. (781) 433-1235

                           and to:

                                    Marianne Ajemian, Esq.
                                    Nutter, McClennen & Fish, LLP
                                    One International Place
                                    Boston, MA  02110-2699
                                    Facsimile No. (617) 973-9748


                                      -22-
<PAGE>

                           If to Purchaser, addressed to:

                                    IASIS Healthcare Holdings, Inc.
                                    c/o IASIS Healthcare Corporation
                                    Suite A200, Dover Centre
                                    113 Seaboard Lane
                                    Franklin, TN  37067
                                    Attention:  General Counsel
                                    Facsimile No. (615) 846-3006

                           with a copy to:

                                    Bass, Berry & Sims PLC
                                    315 Deaderick Street, Suite 2700
                                    Nashville, TN  37238-3001
                                    Attention:  James S. Tate, Jr.
                                    Facsimile No. (615) 742-6293

                           If to Lessee, addressed to:

                                    St. Luke's Medical Center, LP
                                    c/o IASIS Healthcare Corporation
                                    Suite A200, Dover Centre
                                    113 Seaboard Lane
                                    Franklin, TN  37067
                                    Attention:  General Counsel
                                    Facsimile No. (615) 846-3006

                           with a copy to:

                                    Bass, Berry & Sims PLC
                                    315 Deaderick Street, Suite 2700
                                    Nashville, TN  37238-3001
                                    Attention:  James S. Tate, Jr.
                                    Facsimile No. (615) 742-6293

                  Any party, by notice given as aforesaid, may change the
         address to which subsequent notices are to be sent to such party.

                  (d)      Waiver of Rights. Purchaser or Seller may waive any
         right conferred upon such party by this Agreement. Any such waiver may
         be made by, and only by, giving the other party written notice
         specifically describing the right waived.


                                      -23-
<PAGE>

                  (e)      Amendment. This Agreement shall be amended only by a
         written instrument signed by the party to be charged therewith.

                  (f)      Construction. The captions and headings of the
         various sections and paragraphs of this Agreement are for convenience
         only and are not to be construed as defining or as limiting in any way
         the scope or intent of the provisions hereof. Wherever the context
         requires or permits, the singular shall include the plural, the plural
         shall include the singular and the masculine, feminine and neuter shall
         be freely interchangeable. When used herein, (1) "include", "includes"
         and "including" shall be deemed to be followed by "without limitation"
         regardless of whether such words or words of like import in fact follow
         same, and (2) unless the context clearly indicates otherwise, the
         disjunctive "or" shall include the conjunctive "and". All references
         herein to the preamble, the recitals or sections, paragraphs,
         subparagraphs or exhibits are to the preamble, recitals, sections,
         paragraphs, subparagraphs and exhibits of or to this Agreement unless
         otherwise specified. The words "hereof", "herein" and "hereunder" and
         words of similar import, when used in this Agreement, refer to this
         Agreement as a whole and not to any particular provision of this
         Agreement. This Agreement shall not be construed more strictly against
         one party than against the other by virtue of the fact that it may have
         been drafted or prepared by counsel for one of the parties, it being
         recognized that both Seller and Purchaser have contributed
         substantially and materially to the preparation of this Agreement.

                  (g)      Documentary References. Any reference herein to any
         instrument, document or agreement, by whatever terminology used, shall
         be deemed to include any and all past, present or future amendments,
         restatements, modifications, supplements, extensions, renewals or
         replacements thereof, as the context may require.

                  (h)      Assignment; Successors and Assigns. Seller may assign
         its rights and delegate its duties under this Agreement, in whole or in
         part, to any entity controlled by, controlling or under common control
         with Seller; provided, however, that Seller shall not thereby be
         released for any of its obligations hereunder. Purchaser may assign its
         rights and delegate its duties under this Agreement, in whole or in
         part, to any entity controlled by, controlling or under common control
         with Purchaser; provided, however, that Purchaser shall not thereby be
         released for any of its obligations hereunder. This Agreement shall be
         binding upon and inure to the benefit of the successors and assigns of
         each of the parties hereto.

                  (i)      Other Parties. Nothing in this Agreement, whether
         express or implied, is intended to confer any rights or remedies under
         or by reason of this Agreement on any persons other than the parties
         hereto and their respective legal representatives, successors,
         successors-in-title and permitted assigns. No person other than
         Purchaser, Seller, Lessee and Escrow Agent may rely hereon or derive
         any benefit hereby as a third party beneficiary or otherwise.

                  (j)      Severability. If for any reason any provision of this
         Agreement, or the application thereof to a particular person or
         circumstance, shall be declared void or


                                      -24-
<PAGE>

         unenforceable by any court of competent jurisdiction, such invalidity
         shall only affect such provision or application and the balance of this
         Agreement or the application of such provision to other persons or
         circumstances shall remain in full force and effect and shall be
         binding upon the parties hereto.

                  (k)      Counterparts. This Agreement may be executed in
         multiple counterparts or copies, each of which shall be deemed an
         original hereof for all purposes. One or more counterparts or copies of
         this Agreement may be executed by one or more of the parties hereto,
         and different counterparts or copies may be executed by one or more of
         the other parties. Each counterpart or copy hereof executed by any
         party hereto shall be binding upon the party executing same even though
         other parties may execute one or more different counterparts or copies,
         and all counterparts or copies hereof so executed shall constitute but
         one and the same agreement. Each party hereto, by execution of one or
         more counterparts or copies hereof, expressly authorizes and directs
         any other party hereto to detach the signature pages and any
         corresponding acknowledgment, attestation, witness or similar pages
         relating thereto from any such counterpart or copy hereof executed by
         the authorizing party and affix same to one or more other identical
         counterparts or copies hereof so that upon execution of multiple
         counterparts or copies hereof by all parties hereto, there shall be one
         or more counterparts or copies hereof to which is (are) attached
         signature pages containing signatures of all parties hereto and any
         corresponding acknowledgment, attestation, witness or similar pages
         relating thereto.

                  (l)      Business Days. When used herein, "business day"
         refers to any day other than a day on which commercial banks in
         Arizona, Massachusetts, New York or Tennessee are required or permitted
         to close.

                  (m)      Filing. Neither this Agreement nor any notice hereof
         shall be filed in any public records.

                          [SIGNATURES BEGIN NEXT PAGE]


                                      -25-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates set forth beneath their respective signatures hereto.

                                        SELLER:

                                        MEDITRUST HEALTHCARE CORPORATION



                                        BY: /s/ DEBORA A. PFAFF
                                           -------------------------------------
                                           Name:   DEBORA A. PFAFF
                                                --------------------------------
                                           Title:  VICE PRESIDENT
                                                 -------------------------------

                                        Date:  August 31, 2001

                                        PURCHASER:

                                        IASIS HEALTHCARE HOLDINGS, INC.



                                        BY: /s/ W. CARL WHITMER
                                           -------------------------------------
                                           Name:   W. CARL WHITMER
                                                --------------------------------
                                           Title:  VICE PRESIDENT AND TREASURER
                                                 -------------------------------

                                        Date:  August 31, 2001

                                        LESSEE:

                                        ST. LUKE'S MEDICAL CENTER, LP



                                        BY: /s/ W. CARL WHITMER
                                           -------------------------------------
                                           Name:   W. CARL WHITMER
                                                --------------------------------
                                           Title:  VICE PRESIDENT AND TREASURER
                                                 -------------------------------

                                        Date:  August 31, 2001


                                      -26-
<PAGE>

The undersigned hereby agrees to act as Escrow Agent subject to and upon the
terms and conditions hereinabove set forth.

                                        ESCROW AGENT:

                                        FIRST AMERICAN TITLE INSURANCE COMPANY



                                        BY: /s/ JANINE F. HEINER
                                           -------------------------------------
                                           Name:   JANINE F. HEINER
                                                --------------------------------
                                           Title:  COMMERCIAL CLOSER
                                                 -------------------------------

                                        Date:  August 31, 2001


                                      -27-