1993 Stock Option Plan - Sutter Surgery Centers Inc.


                            1993 STOCK OPTION PLAN OF
                          SUTTER SURGERY CENTERS, INC.

ARTICLE 1. ESTABLISHMENT AND PURPOSE.

         The Plan is being established to offer selected employees and directors
an opportunity to acquire a proprietary  interest in the success of the Company,
or to increase such interest,  by exercising  Options to purchase  Shares of the
Company's common Stock.  Options granted under the Plan may include Nonstatutory
Options as well as ISO's  intended  to qualify  under  section  422 of the Code.

ARTICLE 2. DEFINITIONS.

         2.01.  'Board of  Directors'  shall mean the Board of  Directors of the
Company,  as  constituted  from time to time.  2.02.  'Bonus  Awards' shall mean
Performance Awards or Fixed Awards.

         2.03. 'Code' shall mean the Internal Revenue Code of 1986, as amended.

         2.04. 'Committee' shall mean a committee of the Board of Directors,  as
described in Section 3.01 and Section 3.02.

         2.05.  'Company'  shall mean Sutter Surgery  Centers,  Inc., a Delaware
corporation.

         2.06. 'Employee' shall mean any individual who is a common-law employee
of the Company or of a Subsidiary.  

         2.07. 'Exercise Price' shall mean the amount for which one Share may be
purchased  upon  exercise of an Option,  as  specified  by the  Committee in the
applicable Stock Option Agreement. 

         2.08.  'Fair Market Value' shall mean the fair market value of a Share,
as  determined  by the  Committee  in good faith.  Such  determination  shall be
conclusive  and binding on all persons.  

         2.09.  'Fixed  Awards' shall mean awards that are not contingent on the
performance of objectives but are  contingent  upon the continued  employment of
the participant  with the Company for a period specified by the Committee in the
award.

         2.10. 'ISO' shall mean an employee  incentive stock option described in
section 422(b) of the Code.


         2.11.  'Nonstatutory Option' shall mean a stock option not described in
section 422(b) or 423(b) of the Code. 

         2.12.  '0ption' shall mean an ISO or Nonstatutory  Option granted under
the Plan and entitling the holder to purchase Shares.

         2.13. '0ptionee' shall mean an individual who holds an Option.

         2.14.  'Performance  Awards'  shall mean awards made in terms of stated
potential  maximum  dollars  amount,  percentage  of  compensation  or number of
Shares, with the actual amount, percentage or number determined by the Committee
with reference to the level of  performance  over a period of time as determined
by the Committee.

         2.15.  'Plan' shall mean this 1993 Stock Option Plan of Sutter  Surgery
Centers, Inc.

         2.16.  'Service'  shall mean  service as an Employee or director of the
Company.

         2.17.  'Share' shall mean one share of Stock, as adjusted in accordance
with Article 9, if applicable.

         2.18. 'Stock' shall mean the common Stock of the Company.

         2.19.  'Stock 0ption  Agreement'  shall mean the agreement  between the
Company and an Optionee  which contains the terms,  conditions and  restrictions
pertaining to his or her Option.

         2.20.  'Subsidiary ' shall mean any corporation,  if the Company or one
or more other  Subsidiaries  own not less than fifty  percent (50%) of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

         2.21. 'Total and Permanent Disability ' shall mean that the Optionee is
unable to engage in any substantial  gainful activity by reason of any medically
determinable  physical or mental  impairment  which can be expected to result in
death or which has lasted,  or can be expected to last, for a continuous  period
of not less than twelve (12) months.


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ARTICLE 3. ADMINISTRATION.

         3.01.  Committee  Membership.  The Plan  shall be  administered  by the
Committee,  which  shall  consist  of three (3) or more  members of the Board of
Directors.  The  members of the  Committee  shall be  appointed  by the Board of
Directors.  If no Committee  has been  appointed,  the entire Board of Directors
shall constitute the Committee.

         3.02.  Ineligibility.  No member of the Committee  shall be eligible to
participate in this Plan or any stock purchase, bonus award, stock option, stock
appreciation  right or other  stock  incentive  plan of the  Company  except  as
provided in Section 4.01B. No person may be a member of the Committee if, within
one (1) year prior to appointment to the Committee, such person participated, or
was eligible to participate,  in this Plan or any stock  purchase,  bonus award,
stock option,  stock  appreciation  right or other stock  incentive  plan of the
Company except as provided in Section 4.01B. Except for adjustment under Section
9.01 of Shares  allocable  or  Options  outstanding  under  the Plan to  prevent
dilution or  enlargement  of rights,  neither the Board nor the Committee  shall
have any  discretion  to alter (i) the  number of  Shares  subject  to any stock
options granted to nonemployee  directors under Section 4.01B, or (ii) the terms
under  which  such  options  are  granted.  The  selection  of any member of the
Committee  is  intended  to  qualify  for  exemption  under Rule  16b-3,  or its
successor,  under  such  Act.  Any  provision  of this Plan  shall be  construed
consistent with the  applicability,  interpretation  and scope of Rule 16b-3, or
its successor, under such Act.

         3.03. Committee Procedures.  The Board of Directors shall designate one
of the members of the Committee as chairperson.  The Committee may hold meetings
at such times and places as it shall  determine.  The acts of a majority  of the
Committee  members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee  members,  shall be valid acts of the
Committee.

         3.04.  Committee  Responsibilities.  Subject to the  provisions  of the
Plan,  the  Committee  shall  have full  authority  and  discretion  to take the
following actions: 

                  A. To interpret the Plan and to apply its provisions;

                  B. To adopt,  amend or  rescind  rules,  procedures  and forms
relating to the Plan;

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                  C. To  authorize  any  person  to  execute,  on  behalf of the
Company, any instrument required to carry out the purposes of the Plan;

                  D. To determine when Options are to be granted under the Plan;

                  E. To select the Optionees;

                  F. To  determine  the  number of Shares to be made  subject to
each Option;

                  G. To  prescribe  the terms  and  conditions  of each  Option,
including  (without  limitation) the Exercise  Price, to determine  whether such
Option is to be classified as an ISO or as a Nonstatutory Option, and to specify
the provisions of the Stock Option Agreement relating to such Option;

                  H. To amend any outstanding Stock Option Agreement, subject to
applicable  legal  restrictions  and to the consent of the  Optionee who entered
into such agreement;

                  I. To prescribe the consideration for the grant of each Option
under the Plan and to determine the sufficiency of such consideration; and

                  J. To take any other actions deemed necessary or advisable for
the administration of the Plan.

                  All  decisions,  interpretations  and  other  actions  of  the
Committee  shall be final and binding on all Optionees and all persons  deriving
their rights from an Optionee.  No member of the  Committee  shall be liable for
any  action  that he or she has taken or has  failed to take in good  faith with
respect to the Plan or any Option.

         3.05.  Financial  Reports.  Not less often than  annually,  the Company
shall  furnish to  Optionees  reports of its  financial  condition,  unless such
Optionees have access to equivalent  information through their employment.  Such
reports need not be audited.

ARTICLE 4. ELIGIBILITY.
         4.01. General Rule.

                  A. Each  Employee  shall be  eligible  for  designation  as an
Optionee  by  the  Committee.   

                  B. Nonemployee  directors shall be granted  nonqualified stock
options to  purchase  thirty  thousand  (30,000)  Shares of the  Company to each
individual who is a nonemployee director on the date this Plan is adopted and to

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each  individual  who is first elected as a nonemployee  director in lieu of any
salary or other compensation.

         4.02.  Ten Percent  Shareholders.  An  Employee  who owns more than ten
percent (10%) of the total  combined  voting power of all classes of outstanding
Stock of the  Company  or any of its  Subsidiaries  shall  not be  eligible  for
designation as an Optionee of an ISO unless:  (a) the Exercise Price is at least
one hundred ten percent  (110%) of the Fair Market  Value of a Share on the date
of  grant;  and (b)  the  Option  by its  terms  is not  exercisable  after  the
expiration of five (5) years from the date of grant.

         4.03.  Attribution  Rules.  For  purposes  of Section  4.02  above,  in
determining Stock ownership, an Employee shall be deemed to own the Stock owned,
directly  or  indirectly,  by or  for  his  or her  brothers,  sisters,  spouse,
ancestors and lineal descendants. Stock owned, directly or indirectly, by or for
a  corporation,  partnership,  estate  or  trust  shall  be  deemed  to be owned
proportionately  by or for its shareholders,  partners or  beneficiaries.  Stock
with respect to which such Employee holds an Option shall not be counted.

         4.04.   Outstanding   Stock.   For  purposes  of  Section  4.02  above,
'outstanding  Stock' shall  include all Stock  actually  issued and  outstanding
immediately  after the grant.  'Outstanding  Stock'  shall not include  treasury
shares or shares authorized for issuance under  outstanding  Options held by the
Employee or by any other person.

ARTICLE 5. STOCK SUBJECT TO PLAN.

         5.01.  Basic  Limitation.  Shares  offered  under  the  Plan  shall  be
authorized  but unissued  Shares.  The  aggregate  number of Shares which may be
issued  under the Plan upon  exercise  of Options  shall not exceed two  million
(2,000,000)  Shares,  subject to adjustment pursuant to Article 9. The number of
Shares which are subject to Options outstanding at any time under the Plan shall
not exceed the number of Shares which then remain  available for issuance  under
the Plan. The Company,  during the term of the Plan,  shall at all times reserve
and keep available sufficient Shares to satisfy the requirements of the Plan.

         5.02.  Additional  Shares. In the event that any outstanding Option for
any reason expires or is cancelled or otherwise terminated, the Shares allocable
to the  unexercised  portion of such  Option  shall again be  available  for the
purposes of the


                                       -5-


Plan.  In the event that  Shares  issued  under the Plan are  reacquired  by the
Company pursuant to a forfeiture provision,  a right of repurchase or a right of
first  refusal,  such Shares  shall again be  available  for the purposes of the
Plan. 

ARTICLE 6. BONUS AWARDS.

         6.01. Form of Award.  Bonus Awards may be made to eligible officers and
other  Employees in the form of any one or more of: (i) cash;  or (ii) Shares of
Stock issued to the Employee but forfeitable  and with  restrictions on transfer
in any  form  consistent  with  this  Plan.  In  addition,  in  the  Committee's
discretion,  the Company may satisfy all or any part of its  obligation  under a
Bonus  Award  payable  in cash by  delivering  Shares of Stock  with a then fair
market value equal to all or a part of the amount of such obligation.

         6.02.  Performance Awards. The Committee may make grants of Performance
Awards to eligible officers,  directors and Employees. An individual receiving a
Performance  Award shall have no rights or  interests  of any kind in such award
until the conclusion of the performance period and the Committee's determination
that the level of achievement specified in the award has been achieved. The time
of vesting,  if any, after reaching the designated level of achievement shall be
as specified in the award.

         6.03.  Fixed  Awards.  The Committee may grant Fixed Awards to eligible
officers, directors and Employees. The participant receiving a Fixed Award shall
not have any rights or interests of any kind in the award until the  participant
satisfies the employment conditions set out in the Fixed Award.

         6.04.  Rights  With  Respect to Shares.  If Shares of common  Stock are
issued pursuant to an award,  the  participant  shall have the right to vote the
Shares  and to  receive  dividends  thereon  from  the  date of  issuance  until
forfeited.

ARTICLE 7. TERMS AND CONDITIONS OF OPTIONS.

         7.01.  Stock 0ption  Agreement.  Each grant of an Option under the Plan
shall be  evidenced  by a Stock  Option  Agreement  between the Optionee and the
Company.  Such Option shall be subject to all applicable terms and conditions of
the Plan and may be  subject  to any other  terms and  conditions  which are not
inconsistent  with  the Plan and  which  the  Committee  deems  appropriate  for
inclusion in a Stock  Option  Agreement.  The  provisions  of the various  Stock
Option


                                       -6-

Agreements entered into under the Plan need not be identical.  However,  Options
granted to  nonemployee  directors  shall  become  exercisable  with  respect to
twenty-five  percent  (25%) of the Shares  subject  thereto on each of the first
four (4) anniversaries of the date of grant and shall expire ten (10) years from
the date of grant.

         7.02.  Number of Shares.  Each Stock Option Agreement shall specify the
maximum  number of Shares that are  subject to the Option and shall  provide for
the  adjustment  of such number in  accordance  with Article 9. The Stock Option
Agreement  shall also  specify  whether  the Option is an ISO or a  Nonstatutory
Option.

         7.03.  Exercise  Price.  Each Stock Option  Agreement shall specify the
Exercise Price.  The Exercise Price of an ISO shall not be less than one hundred
percent (100%) of the Fair Market Value of a Share on the date of grant,  except
as otherwise  provided in Section  4.02.  The Exercise  Price of a  Nonstatutory
Option shall not be less than eighty-five percent (85%) of the Fair Market Value
of a Share on the date of grant.  The Exercise  Price to a nonemployee  director
shall be one hundred  percent  (100%) of the Fair Market Value of a Share on the
date of grant. Subject to the preceding two sentences,  the Exercise Price under
any Option shall be  determined  by the  Committee at its sole  discretion.  The
Exercise Price shall be payable in a form described in Article 8.

         7.04.   Withholding  Taxes.  As  a  condition  to  the  exercise  of  a
Nonstatutory  Option, the Optionee shall make such arrangements as the Committee
may  require  for the  satisfaction  of any  federal,  state,  local or  foreign
withholding tax obligations that may arise in connection with the disposition of
Shares acquired by exercising an Option. An Option may provide that the Optionee
may elect to deliver to the Company (or authorize the Company to retain from the
Shares  purchased upon exercise of such Option) whole Shares of Stock to satisfy
the  Company's  obligation  to  withhold  federal,  state and local  income  tax
required to be withheld in respect of such exercise.  However, if an Optionee is
an executive  officer or director of the Company  (within the meaning of section
16 of the  Securities  Exchange  Act of 1934),  the  Optionee  may not make this
election during the six (6) month period  beginning on the date of grant of such
Option  and must elect  either (i) at least six (6) months  prior to the date on
which the amount of such  withholding  tax is  determined;  (ii) during the (10)
business day period beginning on the third business day

                                       -7-

following each release of the Company's quarterly or annual summary of sales and
earnings;  or  (iii) in  advance  of such ten (10)  business  day  period  to be
effective  within such ten (10)  business day period.  The  Optionee's  election
shall be irrevocable, but subject to disapproval by the Committee.

         7.05.  Exercisability  and Term.  Each  Stock  Option  Agreement  shall
specify  the  date  when  all or any  installment  of the  Option  is to  become
exercisable. No Option shall be exercisable earlier than six (6) months from the
date of grant. The vesting of any Option shall be determined by the Committee at
its sole  discretion.  A Stock  Option  Agreement  may provide  for  accelerated
exercisability  in the  event  of the  Optionee's  death,  Total  and  Permanent
Disability or  retirement,  a change in control with respect to the Company,  or
other  events.  The Stock  Option  Agreement  shall also specify the term of the
Option. The term shall not exceed ten (10) years from the date of grant,  except
as otherwise  provided in Section 4.02. Subject to the preceding  sentence,  the
Committee, at its sole discretion, shall determine when an Option is to expire.

         7.06.  Nontransferability.  No  Option  shall  be  transferable  by the
Optionee  other  than by will,  by a  beneficiary  designation  executed  by the
Optionee  and   delivered  to  the  Company  or  by  the  laws  of  descent  and
distribution.  An Option may be  exercised  during the  lifetime of the Optionee
only by him or her or by his or her guardian or legal representative.  No Option
or interest therein may be transferred, assigned, pledged or hypothecated by the
Optionee  during his or her lifetime,  whether by operation of law or otherwise,
or be made subject to execution, attachment or similar process.

         7.07. Termination of Service (Except by Death. If an Optionee's Service
terminates for any reason other than his or her death, then his or her Option(s)
shall expire on the earliest of the following occasions:


                  A. The  expiration  date  determined  pursuant to Section 7.05
above;

                  B. The date ninety (90) days after the  termination  of his or
her Service for any reason other than Total and Permanent Disability; or

                  C. The date twelve (12) months after the termination of his or
her Service by reason of Total and Permanent Disability.

                  The Optionee may exercise all or part of his or her  Option(s)
at any  time  before  the  expiration  of such  Option(s)  under  the  preceding
sentence,  but only to the extent  that such  Option(s)  had become  exercisable
before his or her Service

                                      -8-

terminated or became exercisable as a result of the termination.  The balance of
such Option(s) shall lapse when the Optionee's Service terminates.  In the event
that the Optionee  dies after the  termination  of his or her Service but before
the  expiration of his or her  Option(s),  all or part of such  Option(s) may be
exercised,  prior to  expiration,  by the  executors  or  administrators  of the
Optionee's estate or by any person who has acquired such Option(s) directly from
him or her by bequest,  beneficiary designation or inheritance,  but only to the
extent  that such  Option(s)  had become  exercisable  before his or her Service
terminated or became exercisable as a result of the termination.

         7.08.  Leaves of Absence.  For purposes of Section 7.07 above,  Service
shall be deemed to continue while the Optionee is on military leave,  sick leave
or other  bona fide  leave of  absence,  as  determined  by the  Committee.  The
foregoing notwithstanding, in the case of an ISO granted under the Plan, Service
shall not be deemed to continue beyond the first ninety (90) days of such leave,
unless  the  Optionee's  reemployment  rights  are  guaranteed  by statute or by
contract.

         7.09.  Death of  0ptionee.  If an  Optionee  dies while he or she is in
Service,  then his or her Option(s) shall expire on the earlier of the following
dates:

                  A. The  expiration  date  determined  pursuant to Section 7.05
above; or 

                  B. The date twelve (12) months after his or her death.  

                  All or part of the  Optionee's  Option(s)  may be exercised at
any time before the expiration of such Option(s) under the preceding sentence by
the  executors or  administrators  of his or her estate or by any person who has
acquired  such  Option(s)  directly  from  him or her  by  bequest,  beneficiary
designation  or  inheritance,  but only to the extent  that such  Option(s)  had
become  exercisable before his or her death or became exercisable as a result of
his or her death.  The balance of such  Option(s)  shall lapse when the Optionee
dies.

         7.10. No Rights as a Stockholder. An Optionee, or an estate of Optionee
or transferee,  pursuant to a qualified  domestic  relations order as defined by
the Code, of an Optionee,  shall have no rights as a stockholder with respect to
any  Shares  covered by his or her Option  until the date of the  issuance  of a
stock  certificate  for such Shares.  No  adjustments  shall be made,  except as
provided in Article 9.

         7.11.  Modification,  Extension and  Assumption of 0ptions.  Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding


                                       -9-

Options or may accept the cancellation of outstanding  Options,  whether granted
by the Company or another issuer, in return for the grant of new Options for the
same or a different  number of Shares and at the same or a different  price. The
foregoing  notwithstanding,  no  modification  of an Option  shall,  without the
consent  of the  Optionee,  impair  his or her  rights  or  increase  his or her
obligations under such Option.

         7.12.  Restrictions  on  Transfer  of Shares.  Any Shares  issued  upon
exercise of an Option  shall be subject to such special  forfeiture  conditions,
rights of repurchase, rights of first refusal and other transfer restrictions as
the  Committee  may  determine.  Such  restrictions  shall  be set  forth in the
applicable  Stock  Option  Agreement  and shall apply in addition to any general
restrictions  that may apply to all  holders of Shares.  

ARTICLE 8.  PAYMENT FOR SHARES.

         8.01.  General Rule.  The entire  Exercise Price of Shares issued under
the Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as follows:

                  A. In the case of an ISO granted under the Plan, payment shall
be made only pursuant to the express  provisions of the applicable  Stock Option
Agreement.  However, the Committee,  at its sole discretion,  may specify in the
Stock  Option  Agreement  that  payment  may be made in one or both of the forms
described in Sections 8.02 and 8.03 below.

                  B. In the case of a  Nonstatutory  Option  granted  under  the
Plan, the Committee (at its sole  discretion)  may accept payment in one or both
of the forms described in Sections 8.02 and 8.03 below.

         8.02.  Surrender  of Stock.  To the extent  that this  Section  8.02 is
applicable and to the extent that  applicable  law permits,  payment may be made
all or in part with Shares  which have already been owned by the Optionee or his
or her  representative for more than six (6) months and which are surrendered to
the Company in good form for transfer. Such Shares shall be valued at their Fair
Market Value on the date when the new Shares are purchased under the Plan.

         8.03.  Promissory  Note.  To the  extent  that  this  Section  8.03  is
applicable,  a portion of the Exercise Price of Shares issued under the Plan may
be payable by a full-recourse  promissory note; provided that: (a) the par value
of such Shares must


                                      -10-

be paid in lawful  money of the  United  States of America at the time when such
Shares are  purchased;  (b) the Shares are security for payment of the principal
amount of the promissory  note and interest  thereon;  and (c) the interest rate
payable  under  the  terms of the  promissory  note  shall  not be less than the
minimum rate, if any,  required to avoid the  imputation of additional  interest
under the Code. Subject to the foregoing, the Committee, at its sole discretion,
shall specify the term, interest rate,  amortization  requirements,  if any, and
other provisions of such note. 

ARTICLE 9. ADJUSTMENT OF SHARES.

         9.01.  General. In the event of a subdivision of the outstanding Stock,
a  declaration  of a dividend  payable in Shares,  a  declaration  of a dividend
payable in a form other than Shares in an amount  that has a material  effect on
the value of Shares, a combination or consolidation of the outstanding Stock, by
reclassification   or   otherwise,   into  a  lesser   number   of   Shares,   a
recapitalization or a similar  occurrence,  the Committee shall make appropriate
adjustments  in one or more of:  (a) the number of Shares  available  for future
grants  under  Article 5; (b) the number of Shares  covered by each  outstanding
Option; or (c) the Exercise Price under each outstanding Option.

         9.02. Merger;  Consolidation.  In the event that the Company is a party
to a merger  or  consolidation,  outstanding  Options  shall be  subject  to the
agreement of merger or  consolidation.  Such agreement shall provide for either:
(a) the  assumption of outstanding  Options by the surviving  corporation or its
parent;  (b) the  continuation  of  outstanding  Options by the Company,  if the
Company is a surviving  corporation;  (c) the payment of a cash settlement equal
to (i) the  difference  between  the amount to be paid for one Share  under such
agreement and the Exercise Price multiplied by (ii) the number of Shares subject
to the Option, vested or unvested, or both, as determined by the Company; or (d)
the acceleration of the  exercisability  of outstanding  Options followed by the
cancellation  of Options  not  exercised,  in all cases  other  than  clause (c)
without the Optionees' consent.  (The Optionees' consent shall be required for a
cash settlement.) Any cancellation shall not occur earlier than thirty (30) days
after such  acceleration  is effective and Optionees  have been notified of such
acceleration.  In the case of Options that have been  outstanding  for less than
twelve (12) months, a cancellation need not be preceded by an acceleration.


                                      -11-

         9.03.  Reservation of Rights.  Except as provided in this Article 9, an
Optionee shall have no rights by reason of: (a) any subdivision or consolidation
of shares of stock of any other class;  (b) the payment of any dividend;  or (c)
any other  increase  or  decrease  in the number of shares of stock of any other
class.  Any issue by the Company of shares of stock of any class,  or securities
convertible  into  shares  of stock  of any  class,  shall  not  affect,  and no
adjustment  by reason  thereof  shall be made with  respect  to,  the  number or
Exercise Price of Shares subject to an Option.  The grant of an Option  pursuant
to the Plan  shall not  affect in any way the right or power of the  Company  to
make adjustments,  reclassifications,  reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve,  liquidate,  sell
or transfer all or any part of its business or assets.

ARTICLE 10.  SECURITIES LAWS.

         10.01.  Compliance  with  Securities  Laws.  Shares shall not be issued
under the Plan unless the issuance and delivery of such Shares complies with, or
is  exempt  from,  all  applicable  requirements  of  law,  including,   without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated  thereunder,   state  securities  laws  and  regulations,   and  the
regulations  of any stock  exchange or automated  quotation  system on which the
Company's securities may then be listed. 

         10.02. Company Determination.

                  A. The Company shall have the absolute  right to determine the
effective  date of the  exercise  or vesting of any grant  under this Plan after
determining  that the issuance and delivery of any Shares to the holder will not
violate any state or federal securities or other laws.

                  B. Upon the request of the Company,  the person  receiving the
Shares  shall  provide to the  Company  in writing  that all of the Shares to be
acquired  shall be held for that  person's  own  account  without  a view to any
distribution,  that the Shares shall bear an appropriate  legend to that effect,
and that such Shares will not be transferred or disposed of except in compliance
with applicable federal and state securities laws.

                  C. The  Company  has the  complete  discretion  to  defer  the
effectiveness  of any exercise of an Option  granted under this Plan in order to
allow the  issuance  of the Shares to be made  pursuant  to  registration  or an
exemption for

                                      -12-


registration  in order to comply  with  federal or state  securities  laws.  The
Company is not required to effect any registration of any of the Shares pursuant
to the Securities Act of 1933 or any comparable state statutes.

                  D. The Company shall inform the Optionee,  in writing,  of any
decision to delay the effective date of the  Optionee's  exercise of the Option.
During the period of the delay in the effective  date,  the Optionee may rescind
Optionee's  election to exercise  Optionee's Option at that time. To rescind the
election, Optionee must notify the Company, in writing, before the expiration of
the period to delay the effectiveness of the Option.

         10.03. Effect of Public Offering.  This provision shall take precedence
over any other  provision  of this  Agreement.  If the Company  makes any public
offering and determines, in its sole discretion,  that the number of outstanding
Stock  Options must be reduced in order to comply with any federal or state law,
the Committee  shall have the right to (a) accelerate the dates on which Options
granted  under this Plan may be exercised;  and (b) cancel any such  accelerated
Options if the Options are not exercised within thirty (30) days after notice of
such acceleration has been given to the Optionee.

ARTICLE 11.  NO EMPLOYMENT RIGHTS.

         No provision of the Plan, or any Option  granted under the Plan,  shall
be  construed  to give any person any right to become,  to be treated  as, or to
remain an  Employee.  The  Company  and its  Subsidiaries  reserve  the right to
terminate any person's Service at any time and for any reason.

ARTICLE 12.  DURATION AND AMENDMENTS.

         12.01.  Term of the Plan.  The Plan, as set forth herein,  shall become
effective on the date of its adoption by the Board of Directors,  subject to the
approval of the Company's stockholders.  In the event that the stockholders fail
to approve the Plan within twelve (12) months after its adoption by the Board of
Directors,  any  Option  grants  already  made  shall be null and  void,  and no
additional Option grants shall be made after such date. The Plan shall terminate
automatically  ten (10) years after its adoption by the Board of  Directors  and
may be terminated on any earlier date pursuant to Section 12.02 below.

                                      -13-

12.02.   Right to Amend or Terminate the Plan.

                  A. The Board of Directors may amend,  suspend or terminate the
Plan at any time and for any reason;  provided,  however,  that any amendment of
the Plan which (1) materially  increases the benefits to the Plan  participants,
(2) materially  increases the number of Shares  available for issuance under the
Plan except as provided in Article 9 or Section 4.01B,  (3) change the number of
Shares  subject to stock options to be granted to  nonemployee  directors  under
Section 4.01B, (4) materially  changes the class of persons who are eligible for
any grant of Options,  or (5) adversely impacts the rights of participants under
awards or grants outstanding at the time of such amendment or termination, shall
be subject to the approval of the Company's  stockholders.  Stockholder approval
shall not be required for any other amendment of the Plan.

                  B.  Notwithstanding  Section 12.02A,  Section 4.01B may not be
amended  more often than once every six (6)  months,  other than to conform  the
Plan to requirements of the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules and regulations thereunder.

         12.03.  Effect of Amendment or  Termination.  No Shares shall be issued
under the Plan after the termination thereof,  except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof,  shall not affect any Share previously  issued or any Option previously
granted under the Plan. 

ARTICLE 13. EXECUTION.

         To record the  adoption of the Plan by the Board of  Directors on 1993,
the Company has caused its authorized officer to execute the same.

                                          SUTTER SURGERY CENTERS, INC., a
                                          Delaware corporation



                                           By  /s/ August A. Saibeni
                                             -------------------------------
                                               August A. Saibeni, President



                                      -14-






                  FIRST AMENDMENT TO 1993 STOCK OPTION PLAN OF
                          SUTTER SURGERY CENTERS, INC.

         This First Amendment to 1993 Stock Option Plan, dated May 24, 1993 (the
'Plan') of Sutter Surgery Centers, Inc., a Delaware corporation (the 'Company'),
is entered into as of July 23, 1993. All terms not defined herein shall have the
meaning set forth in the Plan.

         Section  2.20 of the Plan is hereby  amended to read in its entirety as
follows:

              'Subsidiary'  shall mean any entity, if the Company or one or more
         of its subsidiaries own not less than fifty (50%) of the total combined
         voting  power of all the equity  interests  in such  entity;  provided,
         however,  if  the  Company  receives  a  favorable  response  from  the
         Securities and Exchange  Commission  with respect to an  interpretative
         question  under  Rule  701 the  Securities  Act of  1933,  as  amended,
         subsidiary shall also mean any limited partnership in which the Company
         or one or more of its  subsidiaries  (I)  own the  controlling  general
         partnership   interest   and  (ii)  are   included  in  the   Company's
         consolidated  financial  statements under generally accepted accounting
         principles.'

         Section  4.02 of the Plan is hereby  amended to read in its entirety as
follows:

              '4.02. Ten Percent Shareholders.

              'A.  Any  person  eligible  under  the Plan who owns more than ten
         percent  (10%) of the total  combined  voting  power of all  classes of
         outstanding  Stock  of  the  Company,  the  Company's  parents,  or the
         Company's  Subsidiaries  shall  not  receive  any  Options  unless  the
         Exercise  Price is at least one hundred ten percent  (110%) of the Fair
         Market Value of a Share on the date of grant.

              'B. Any employee who is required to receive  Options in accordance
         with Section 4.02A of the Plan,  shall not be eligible for  designation
         as an Optionee of an ISO unless (a) the  Exercise  Price is  calculated
         based on  Section  4.02A of the Plan and (b) the Option by its terms is
         not exercisable after the expiration of five (5) years from the date of
         grant.'



         Section 7.01 of the Plan is amended by adding the  following  provision
to the end of Section 7.01:

              'Further,  Options  granted to any other eligible person under the
         Plan shall become  exercisable  with respect to at least twenty percent
         (20%) of the Shares subject thereto on each of the first five (5) years
         from the date of grant and shall expire ten (10) years from the date of
         grant.'

         Section  7.03 of the Plan is hereby  amended to read in its entirety as
follows:

              'Section 7.03.  Exercise Price.  Each Stock Option Agreement shall
         specify the Exercise  Price.  Except as required by Section 4.02 of the
         Plan:

              'A.  The  Exercise  Price  of an ISO  shall  not be less  than one
         hundred  percent (100%) of the Fair Market Value of a Share on the date
         of the grant.

              'B. The Exercise Price of a Nonstatutory  Option shall not be less
         than eighty-five  (85%) of the Fair Market Value of a Share on the date
         of grant.

              'C. The  Exercise  Price to a  nonemployee  director  shall be one
         hundred  (100%)  of the  Fair  Market  Value  of a Share on the date of
         grant.

              'Subject to the  limitations  set forth above,  the Exercise Price
         under any  Option  shall be  determined  by the  Committee  in its sole
         discretion.  The Exercise Price shall be payable in a form described in
         Article 8.'

         Section  7.12 of the Plan is hereby  amended  by adding  the  following
provision to the end of Section 7.12:

              'However,   any  provisions   giving  the  Company  the  right  to
         repurchase the Shares upon the termination of an Optionee's  employment
         with  the  Company,  or the  Company's  Subsidiaries  shall  only be in
         accordance   with  the  Rules  of  the   California   Commissioner   of
         Corporations  (currently set forth in Section 260.140.41(k) of the Code
         of Regulations),  or under the rules of any applicable state securities
         regulator.'

                                       -2-

         IN WITNESS WHEREOF, the Company has caused this First Amendment to 1993
Stock Option Plan of Sutter Surgery Centers, Inc., a Delaware corporation, to be
executed on its behalf by its officer  duly  authorized  to act on behalf of the
Company.

                                          COMPANY:

   
                                          SUTTER SURGERY CENTERS, INC., a
                                          Delaware corporation



                                          By /s/ August A. Saibeni
                                            --------------------------------
                                              August A. Saibeni, President
                                              and Chief Executive Officer












                                       -3-




                               SECOND AMENDMENT TO
                            1993 STOCK OPTION PLAN OF
                          SUTTER SURGERY CENTERS, INC.

         This Second  Amendment to 1993 Stock  Option  Plan,  dated May 24, 1993
(the 'Plan'),  as amended by the First Amendment,  dated as of July 23, 1993, of
Sutter Surgery Centers,  Inc., a Delaware corporation (the 'Company'),  is dated
as of March 15,  1994.  All terms not defined  herein shall have the meaning set
forth in the Plan.

         Section 2.21 of the Plan is hereby  amended in its entirety by deleting
the entire Section 2.21.

         Section  7.05 of the Plan is hereby  amended to read in its entirety as
follows:

              '7.05.  Exercisability and Term. Each Stock Option Agreement shall
         specify the date when all or any installment of the Option is to become
         exercisable. No option shall be exercisable earlier than six (6) months
         from the date of grant.  The vesting of any Option shall be  determined
         by the Committee at its sole  discretion.  A Stock Option Agreement may
         provide for accelerated  exercisability  in the event of the Optionee's
         death,  disability or  retirement,  or other events.  However,  a Stock
         Option Agreement may not provide for accelerated  exercisability in the
         event of a change of control of the Company. The Stock Option Agreement
         shall also  specify the term of the  Option.  The term shall not exceed
         ten (10) years from the date of the grant, except as otherwise provided
         in Section 4.02. Subject to the preceding sentence,  the Committee,  at
         its sole discretion, shall determine when an Option is to expire.'

         Section 7.07B of the Plan is hereby  amended to read in its entirety as
follows:

              'B. The date ninety days (90) days after the termination of his or
         her Service for any reason other than a disability; or'

              Section  7.07C  of the  Plan  is  hereby  amended  to  read in its
         entirety  as  follows:  'C.  The date  twelve  months  (12)  after  the
         termination of his or her Service by reason of a disability.'

         Section  7.12 of the  Plan is  hereby  amended  by  deleting  the  word
'forfeiture' in the first sentence.



         Section  9.02 of the Plan is hereby  amended to read in its entirety as
follows:

              '9.02. Merger;  Consolidation.  In the event that the Company is a
         party  to a  merger  or  consolidation,  outstanding  Options  shall be
         subject to the  agreement of merger or  consolidation.  Such  agreement
         shall provide for either: (a) the assumption of outstanding  Options by
         the  surviving  corporation  or its  parent;  (b) the  continuation  of
         outstanding  Options by the  Company,  if the  Company  is a  surviving
         corporation;  (C) the  payment  of a cash  settlement  equal to (I) the
         difference  between  the  amount  to be paid for one Share  under  such
         agreement  and the  Exercise  Price  multiplied  by (ii) the  number of
         vested Shares  subject to the Option;  or (d) the  acceleration  of the
         exercisability   of  outstanding   vested   Options   followed  by  the
         cancellation of Options not exercised (including unvested options),  in
         all cases other than clause (C) without the  Optionees'  consent.  (The
         Optionees'  consent  shall  be  required  for a cash  settlement.)  Any
         cancellation  shall not occur  earlier than thirty (30) days after such
         acceleration  is effective  and  Optionees  have been  notified of such
         acceleration.  In the case of Options  that have been  outstanding  for
         less than twelve (12) months, a cancellation need not be preceded by an
         acceleration.'

         IN WITNESS  WHEREOF,  the Company has caused this Second  Amendment  to
1993 Stock Option Plan, as amended, of Sutter Surgery Centers,  Inc., a Delaware
corporation,  to be executed on its behalf by its officer duly authorized to act
on behalf of the Company.

                                            COMPANY:

                                            SUTTER SURGERY CENTERS, INC., a
                                            Delaware corporation



                                            By /s/ August A. Saibeni
                                               -----------------------------
                                               August A. Saibeni, President
                                               and Chief Executive Officer

                                      -2-