Nonqualified Stock Option Plan and Agreement - Sutter Surgery Centers Inc. and Rao S. Akella


                   SUTTER SURGERY CENTERS, INC., NONQUALIFIED
                    STOCK OPTION PLAN AND AGREEMENT (AKELLA)

         THIS  AGREEMENT  is entered  into as of May 16,  1994,  between  SUTTER
SURGERY CENTERS, INC., a Delaware corporation (the 'Company'), and RAO S. AKELLA
(the 'Optionee').

                                    Recitals

         The Company's Board has established  this Agreement in order to fulfill
the  Company's  obligation  under  Section  3 of  the  Consulting  Agreement  by
providing  the  Optionee  with an  opportunity  to acquire  common  stock of the
Company;
         NOW, THEREFORE, it is agreed as follows:

                                    Agreement

ARTICLE 1.      GRANT OF OPTION.

         On the terms and conditions  stated below, the Company hereby grants to
the Optionee the option to purchase  NINE THOUSAND  THREE  HUNDRED  SEVENTY-FIVE
(9,375)  Shares for the sum of ONE DOLLAR  ($1.00)  per Share,  the Fair  Market
Value of the Shares. This Option is not intended to be an incentive stock option
described in section 422 of the Code.

ARTICLE 2. NO TRANSFER OR ASSIGNMENT OF OPTION.

         Except as  otherwise  provided in this  Agreement,  this Option and the
rights and  privileges  conferred  hereby  shall not be  transferred,  assigned,
pledged or  hypothecated  in any way,  whether by operation of law or otherwise,
and shall not be subject to sale under execution, attachment or similar process.
Except as otherwise  provided  herein,  upon any transfer,  assignment,  pledge,
hypothecation or other  disposition of this Option, or of any right or privilege
conferred  hereby,  contrary  to the  provisions  hereof,  or any sale under any
execution,  attachment  or  similar  process  upon  the  rights  and  privileges
conferred  hereby,  this Option and the rights and privileges  conferred  hereby
shall immediately become null and void.


ARTICLE 3.      RIGHT TO EXERCISE.

         3.01.  Vesting.  Optionee may  exercise  this Option only to the extent
that  the  Optionee's  interest  in  this  Option  has  vested.  Subject  to the
conditions  stated in this  Agreement,  the right to exercise  this Option shall
accrue in installments as follows:

                            No. of         Percentage of
      Vesting Period        Shares         Shares Exercsable             

       May 16,1995          1,875                 20%
       May 16,1996          3,750                 40%
       May 16,1997          5,625                 60%
       May 16,1998          7,500                 80%
       May 15,1999          9,375                100%
         Total              9,375                100%

         In the case of each  vesting  period,  the  number  of Shares of common
stock, if any, previously purchased under this Option shall be deducted from the
amount of Shares  Optionee is entitled to acquire.  Any other  provision of this
Agreement notwithstanding,  if the Optionee does not provide consulting services
under the Consulting  Agreement for any reason, and (I) the Consulting Agreement
is still in effect,  and (ii) the Company has provided the Optionee with written
notice that, although the Consulting  Agreement is still in effect, the Optionee
is not  currently  providing  consulting  services to the Company  (referred  to
herein as a 'Lapse  Notice'),  then the date when any installment of this Option
would otherwise become exercisable under the foregoing schedule shall be delayed
for a period equal to the duration of the Lapse  Notice.  The Lapse Notice shall
be of no further  effect once the Company has  notified  the  Optionee  that the
Lapse Notice has terminated.

         3.02.  Periods of  Nonexercisability.  This Section 3.02 shall  prevail
over any other  portion of this  Agreement.  The Company shall have the right to
designate  as many as two (2)  periods of time,  each of which  shall not exceed
twelve (12) consecutive months in length,  during which this Option shall not be
exercisable.  The  Company  may only make such a  designation  if it  reasonably
determines that such a limitation on exercise is reasonably likely to facilitate
(I) a lessening of any restriction on transfer pursuant to the Securities Act or
any state

                                 -2-

securities  laws  on any  issuance  of  securities  by  the  Company,  (ii)  the
registration  or  qualification  of any  securities  by the  Company  under  the
Securities  Act or any state  securities  laws,  or (iii) the  perfection of any
exemption from the registration or qualification  requirements of the Securities
Act or any applicable  state securities laws for the issuance or transfer of any
securities. This limitation on exercise shall not alter the vesting schedule set
forth in Section  3.01 other than to limit the periods  during which this Option
shall be  exercisable.  The Optionee  shall be notified in writing in advance of
any such designation by the Company.

         3.03. Listing, Registration or Qualification of Shares. If the listing,
registration  or  qualification  of the  Shares  subject  to this  Option on any
securities  exchange  or under any state or  federal  law or if the  consent  or
approval of any regulatory  body is necessary in connection with the granting of
this  Option or the  delivery  or  purchase  of Shares,  this  Option may not be
exercised, in whole or in part, until such listing, registration, qualification,
consent or approval has been effected or obtained.  The Company shall make every
reasonable   effort  to  effect  or  obtain  any  such  listing,   registration,
qualification, consent or approval as may be required.

ARTICLE 4.    EXERCISE PROCEDURES.
     4.01.    Notice of Exercise.

         A. The Optionee may exercise  this Option by giving notice to the Chief
Financial Officer of the Company.  In the notice, the Optionee shall specify (I)
the election to exercise  this  Option;  (ii) the number of Shares to be issued;
and (iii) the form of  payment  for such  Shares.  The  Optionee  shall sign the
notice.  The Optionee shall deliver the notice to the Chief Financial Officer of
the  Company;  and at the time of giving the  notice,  the  Optionee  shall make
payment  in a form  permissible  under  Article  5 for the  full  amount  of the
Purchase Price. The notice shall be in the form attached as Exhibit 4.01.

         B. A representative  of the Optionee may exercise this Option on behalf
of the Optionee in accordance with the procedures of Section 4.0l.A. In addition
to the procedures of Section  4.0l.A.,  the  representative  shall provide proof
satisfactory to the Company of the representative's  authority as a condition of
the representative's right to exercise this Option.

     4.02.  Issuance of Shares.  After receiving a proper notice of exercise and
full  payment  for  the  Shares,  the  Company  shall  issue  a  certificate  or
certificates  for the Shares  subject to this Option  exercised by the Optionee,
registered in the name of

                             -3-

the Optionee (or a person set forth in Section 6.03), or, if so specified in the
notice  of option  exercise,  in the names of the  Optionee  and the  Optionee's
spouse as community property or as joint tenants with right of survivorship. The
Company shall deliver any certificates  representing the Shares to the Optionee.

ARTICLE 5. PAYMENT FOR STOCK.

         The Optionee  shall pay for the entire  Purchase Price in United States
dollars,  or, at Optionee's  discretion,  Optionee may elect to surrender Shares
provided the Shares have been held for more than six (6) months and provided the
Shares are surrendered to the Company in good form for transfer and the transfer
will not cause Optionee or the Company to be in violation of the Securities Act,
the Securities Exchange Act, or state securities laws.

         The combined  amount paid in cash and the value of  surrendered  Shares
must  equal the  Purchase  Price.  The Board  shall  determine  the value of any
surrendered Shares.

ARTICLE 6. TERM AND EXPIRATION.

         6.01.  Basic  Term.  This  Option  shall  expire on May 15, 2000 unless
extended due to a delay as  described  in Section 3.02 with the delay  occurring
after  the  second  (2nd)  anniversary  of the  Date of  Grant.  If a  delay  in
exercising  this Option (as  described in Section  3.02) occurs after the second
(2nd) anniversary of the Date of Grant, the term of this Option shall be
extended by one day for each day of such delay  occurring after the second (2nd)
anniversary of the Date of Grant.

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

                A. The date determined pursuant to Section 6.01, above;

                B. The date twelve (12) months after the termination of

Optionee's Service without cause by the Company pursuant to Section 10.A. of the
Consulting Agreement; or

                C. The date ninety (90) days after the termination of Optionee's
Service for any reason other than  termination  of  Optionee's  Service  without
cause by the Company pursuant to Section 10.A. of the Consulting Agreement.

                The Optionee may exercise all or part of this Option at any time
before its expiration under the preceding sentence,  but only to the extent that
this

                                       -4-

 Option had become  vested before the  Optionee's  Service  terminated,  and the
balance of this Option shall lapse when the Optionee's  Service  terminates.  If
the Optionee dies after the  termination of Service but before the expiration of
this Option,  all or part of this Option may be exercised  (prior to expiration)
by the executors or administrators of the Optionee's estate or by any person who
has acquired  this Option  directly  from the  Optionee by bequest,  beneficiary
designation or  inheritance,  but only to the extent that this Option had become
vested before the Optionee's Service terminated.

         6.03.  Death of 0ptionee.  If the Optionee dies while in Service,  then
this Option shall expire on the earlier of the following dates:

                A. The  expiration  date  determined  pursuant  to Section  6.01
above; or
                B. The date twelve (12) months after the Optionee's death.

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

ARTICLE 7. LEGALITY OF INITIAL ISSUANCE.

         Shares  shall be issued  upon the  exercise  of this Option only if the
Company  has  determined  that (I) it and the  Optionee  have taken any  actions
required by law to register the Shares under the Securities Act or to perfect an
exemption  from the  registration  requirements  thereof;  (ii)  any  applicable
listing  requirement  of any stock  exchange or automated  quotations  system on
which the Shares are listed has been satisfied;  and (iii) any other  applicable
provision of state or federal securities law has been satisfied.

ARTICLE 8. REGISTRATION RIGHTS.

        The Company may, but shall not be obligated to,  register or qualify the
resale  of  Shares  by the  Optionee  under  the  Securities  Act  or any  other
applicable  law.  The Company  shall not be  obligated  to take any  affirmative
action in order to cause a resale of Shares to comply with any law. However, the
Company has granted this

                                       -5-

 Option  pursuant  to the  terms of Rule 701 under  the  Securities  Act and the
Optionee may resell Shares,  provided the Optionee  complies with the provisions
described in the Option Exercise Form, attached as Exhibit 4.01.

     ARTICLE  9.  RESTRICTIONS  ON  TRANSFER  OF  SHARES. 

           9.01.  Restrictions.  Regardless  of whether the offering and sale of
Shares under this  Agreement  have been  registered  under the Securities Act or
have been registered or qualified  under the securities  laws of any state,  the
Company may impose  restrictions upon the sale, pledge or other transfer of such
Shares  (including the placement of appropriate  legends on stock  certificates)
if, in the  judgment of the  Company  and its  counsel,  such  restrictions  are
necessary or desirable in order to achieve  compliance  with the Securities Act,
the securities laws of any state or any other law or with  restrictions  imposed
by the Company's underwriters.

           9.02.  Administration.  Any  determination  by the  Company  and  its
counsel in connection  with any of the matters set forth in this Article 9 shall
be conclusive and binding on the Optionee and all other persons.

           9.03.  Investment  Purpose.  The Optionee hereby  represents that any
Shares of common stock  purchased upon exercise of this Option will be purchased
for  investment  and not  with a view to the  distribution  thereof  within  the
meaning of the Securities Act. As a condition  precedent to any exercise of this
Option,  the  Optionee  agrees that,  if requested by the Board,  he or she will
promptly  submit a written  statement in a form  satisfactory to counsel for the
Company to the effect  that such  representation  is true and  correct as of the
date of purchase of any Shares hereunder.

                  A. As a further  condition  precedent  to any exercise of this
Option,  the Optionee shall comply with all regulations and  requirements of any
regulatory authority having control of, or supervision over, the issuance of the
common  stock of the Company and, in  connection  therewith,  shall  execute any
documents  which the Board  deems  necessary  or  advisable,  provided  that the
Optionee  shall  not be  required  to bear  any  expense  associated  with  such
compliance.

                  B. By  accepting  this Option,  the  Optionee  agrees that the
Optionee shall not, directly or indirectly, without the prior written consent of
the Company, sell, offer, contract to sell, pledge, grant any option to purchase
or other-wise dispose of any Shares of common stock acquired by exercise of this
Option for a period  beginning  on the date of the Initial  Public  Offering and
ending one

                                       -6-

hundred  eighty  (180)  days  after  the date that  Shares  of common  stock are
released  by the  Company's  underwriters  for sale to the  public in an Initial
Public  Offering.  Nothing in this Option shall be  construed  as requiring  the
Company to complete or attempt an Initial Public Offering.

                  C.  Each  stock  certificate  issued  by  the  Company  to the
Optionee  upon the  Optionee's  exercise of the Option  granted  shall bear such
legend as the Company deems  necessary or desirable to reflect the provisions of
this Section 9.03.

ARTICLE 10.  SHARES AND ADJUSTMENTS.

     10.01.  General.  If there is a subdivision of the  outstanding  Shares,  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  Shares  (by
reclassification   or   otherwise)   into  a  lesser   number   of   Shares,   a
recapitalization or a similar  occurrence,  the Board shall make all appropriate
adjustments  in both (I) the number of Shares  covered by this Option;  and (ii)
the Exercise Price.

     10.02. Merger; Consolidation;  Sale; Liquidation. If the Company is a party
to a merger or consolidation  or if there is a sale of all or substantially  all
of the  Company's  assets  other than a sale or transfer to a  Subsidiary,  this
Option shall be subject to the agreement of merger,  consolidation or sale. Such
agreement  may, as determined by the Board,  provide for: (I) the  assumption of
this Option by the surviving corporation or its parent; (ii) its continuation by
the Company,  if the Company is the surviving  corporation;  (iii) payment for a
cash  settlement  equal to (a) the difference  between the amount to be paid for
one (1) Share under such agreement and the Exercise Price  multiplied by (b) the
number  of  Shares  subject  to the  Option,  vested or  unvested,  or both,  as
determined  by the  Company;  or (iv) the  acceleration  of the  vesting of this
Option,  followed by the  cancellation  of this Option if not exercised,  in all
other  cases other than  clause  (iii)  without  the  Optionee's  consent.  (The
Optionee's  consent  shall be required for a cash  settlement.)  A  cancellation
shall not occur  earlier  than  thirty  (30) days  after  such  acceleration  is
effective  and the  Optionee  has been  notified of such  acceleration.  If this
Option has been  outstanding  for less than twelve (12) months,  a  cancellation
need not be preceded by an acceleration.

     10.03.  Reservation  of  Rights.  Except as  provided  in  Article  10, the
Optionee shall have no rights by reason of (I) any subdivision or  consolidation
of

                                       -7-

shares of stock of any class;  (ii) the  payment of any  dividend;  or (iii) any
other  increase or  decrease in the number of shares of stock of any 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 the
Shares subject to this Option.  The grant of this Option 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 11.  MISCELLANEOUS  PROVISIONS. 

     11.01.  Withholding Taxes. If the Company determines that it is required to
withhold foreign,  federal,  state or local taxes as a result of the exercise of
this Option, the Optionee,  as a condition to the exercise of this Option, shall
make  arrangements  satisfactory to the Company to enable the Company to satisfy
all withholding requirements.

     11.02. Rights as a Stockholder. The Optionee shall not have any rights as a
stockholder  with respect to any Shares subject to this Option until such Shares
have been issued as provided in Section 4.02.

     11.03.  No Employment or  Directorship  Rights.  Nothing in this  Agreement
shall be  construed  as giving the Optionee the right to become or be treated as
an Employee of the Company or any  Subsidiary  or a member of the Board.

     11.04.  Notice. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or two (2)
days  after the date of  deposit  with the  United  States  Postal  Service,  by
registered or certified  mail with postage and fees prepaid and addressed to the
party entitled to such notice at the address shown below such party's  signature
on this  Agreement,  or at such other address as such party may designate by ten
(10) days' advance written notice to the other party to this Agreement.

     11.05.  Entire  Agreement.  This  Agreement  and the  Consulting  Agreement
constitute  the entire  contract  between the parties  hereto with regard to the
subject  matter hereof and supersede all prior and  contemporaneous  agreements,
representations, warranties and understandings of the parties.

     11.06. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California (exclusive of its

                                 -8-

laws  regarding  the  conflict of laws),  as such laws are applied to  contracts
entered into and performed in such state.  The state courts of California  shall
have exclusive jurisdiction over any judicial proceeding relating to any dispute
arising out of the interpretation, performance or breach of this Agreement.

ARTICLE 12.  DEFINITIONS.

     12.01.  Agreement.  Shall  mean this  Nonqualified  Stock  Option  Plan and
Agreement.

     12.02.  Board.  Shall  mean  the  Board of  Directors  of the  Company,  as
constituted from time to time.

     12.03. Code. Shall mean the Internal Revenue Code of 1986, as amended.

     12.04. Consulting Agreement. Shall mean the Consulting Agreement, effective
as of May 16, 1994, by and between the Company and the Optionee. 

     12.05.  Date of Grant.  Shall mean the date as of which this  Agreement  is
entered into.

     12.06. Employee.  Shall mean any individual who is a common law employee of
the Company or of a Subsidiary.

     12.07. Exercise Price. Shall mean the amount for which one (1) Share may be
purchased upon exercise of this Option as specified in Section 1.01.

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

     12.09.  Initial  Public  Offering.  Shall  mean an initial  public  primary
offering by  underwriters on a firm commitment or best efforts basis in which it
is expected  that the common stock will become  listed on a national  securities
exchange or traded on the Automated Quotation System of the National Association
of Securities Dealers or other over-the-counter-market.

     12.10.  Option.  Shall mean a stock option not described in sections 422(b)
or 423(b) of the Code granted under this Agreement and entitling the Optionee to
purchase Shares.

     12.11.  Purchase  Price.  Shall mean the Exercise  Price  multiplied by the
number of Shares with respect to which this Option is being exercised.

     12.12. Securities Act. Shall mean the Securities Act of 1933, as amended.

                                -9-

     12.13.  Securities  Exchange Act. Shall mean the Securities Exchange Act of
1934, as amended.

     12.14.  Service.  Shall mean consulting service of the Optionee pursuant to
the Consulting Agreement.

     12.15.  Share.  Shall mean one (1) share of Common  Stock,  as  adjusted in
accordance with Article 10 (if applicable).

     12.16. Subsidiary. Shall mean any corporation, if the Company or one (1) or
e other Subsidiaries own,  individually or collectively,  not less than fifty
percent (50%) of the total  combined  voting power of all classes of outstanding
stock of such corporation.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its officer  duly  authorized,  and the  Optionee  has  personally
executed this Agreement.

                             OPTIONEE:


                                 ______________________________              
                                         RAO S. AKELLA

                                 Address:

                             COMPANY:

                                 SUTTER SURGERY CENTERS, INC., a
                                 Delaware corporation



                                  By  ______________________________

                                  Its _______________________________

                                  Address:  201 Alhambra Blvd., Ste. 330
                                            Sacramento, CA 95816







                                -10-


                                  EXHIBIT 4.01

                              OPTION EXERCISE FORM





                                               
                                              Date: ___________________________


                                             NONQUALIFIED STOCK OPTION

                                                   EXERCISE FORM

 Sutter Surgery Centers, Inc.
 Attention: Chief Financial Officer
 1201 Alhambra Boulevard, Suite 330

 Sacramento, CA 95816

         The  undersigned  elects to exercise the option to purchase ) shares of
common stock (the 'Shares') of Sutter Surgery Centers, Inc. (the 'Company'),  in
accordance with the nonqualified  stock option granted to the undersigned by the
Company as of May 16,  1994,  pursuant to a  Nonqualified  Stock Option Plan and
Agreement (the 'Agreement').

         Prior to the issuance of these Shares,  I will make full payment of the
purchase price for the Shares by one of the following methods as indicated:

         [ ]  In cash in the amount of ______________________________________.


         [ ]  By  tender of Shares of the  Company owned by the  undersigned for
              more than six (6) months, having a fair market value when combined
              with other forms of payment of not less than the purchase price.

         Please issue the Shares to  _____________________________________[i.e.,
Optionee;  Optionee and spouse as community property;  or Optionee and spouse as
joint tenants with right of survivorship].

         I  represent  and agree that I am over  eighteen  (18) years of age and
that I have no present intention to transfer,  sell or otherwise dispose of such
Shares,  except as permitted  pursuant to the Agreement  and in compliance  with
applicable securities laws.



         I acknowledge  and  understand  that the Company has granted the Option
pursuant  to the  terms  of Rule  701  under  the  Securities  Act and  that the
following provisions relating to the resale of my Shares shall apply:

                  (A) If I am not an  affiliate  of the  Company,  as defined in
         Rule 144 of the Securities Act of 1933 ('Securities Act'), I may resell
         my Shares  ninety  (90) days after the Company  becomes  subject to the
         reporting  requirements  of  section  13 or  15(d)  of  the  Securities
         Exchange Act of 1934 ('Exchange Act') (e.g., ninety (90) days after the
         Company's Initial Public Offering);  provided I comply with Rule 144 of
         the  Securities  Act's  manner  of sale  limitations  set forth in Rule
         144(f) (e.g.,  my Shares are sold in a 'broker's  transaction'  or to a
         'market maker'); or

                  (B) If I am an affiliate  of the  Company,  as defined in Rule
         144 of the  Securities  Act,  I may resell my shares  ninety  (90) days
         after the Company  becomes  subject to the  reporting  requirements  of
         section 13 or 15(d) of the Exchange  Act (e.g.,  ninety (90) days after
         the Company's Initial Public  Offering);  provided I comply with all of
         the  provisions  of Rule 144 of the  Securities  Act,  other  than Rule
         144(d) (holding period requirement).

         I further  acknowledge  and understand  that,  if, for any reason,  the
Shares are not covered by the exemption  contained in Rule 701 of the Securities
Act, the Shares must be sold under the provisions of Rule 144. These  provisions
include,  among other things:  the  availability  of certain public  information
about the  Company,  the Shares  being held for a minimum of two (2) years,  the
sale being made (I) through a broker in an unsolicited 'broker's transaction' or
(ii) to a market maker, and the amount of securities being sold during any three
(3) month period not exceeding  specified  limitations  (generally,  one percent
(1%) of the total amount outstanding).

         Moreover,  I further acknowledge and understand that if the Company has
registered  the  Shares  on Form  S-8 (or any  successor  form),  the  following
provisions shall apply:

                            -2-

                  (A) If I am not an  affiliate  of the  Company,  I may  freely
         resell my Shares, subject to any contractual  obligations I may have to
         the Company; or

                  (B) If I am an  affiliate  of the  Company,  I may  resell  my
         Shares,  subject to (I) the  provisions  of Rule 144 of the  Securities
         Act, other than Rule 144(d) (holding period requirement);  and (ii) any
         contractual obligations I have to the Company.

         I  understand  that the Shares may be  subject to the  restrictions  on
transfer set forth in Article 9 of the Agreement.

         I agree to obtain the consent of my spouse for any such agreement which
may be required by Company.

         My address of record is:

                    ___________________________

                    ___________________________
                        

and my Social Security number is: _________________________________.

                                
                                     Very truly yours,


                                   _________________________________

                                            RAO S. AKELLA


                         -3-

         The undersigned,  being the spouse of  ________________________________
does  hereby  acknowledge  that he or she has  read  and is  familiar  with  the
provisions  of the  above  Nonqualified  Stock  Option  Exercise  Form  and  the
Agreement,  and he or she hereby agrees thereto and joins therein to the extent,
if any, that his or her agreement and joinder may be necessary.

         DATED: ______________________________________



                                                  _____________________________
                                                             Signature


                                                  _____________________________
                                                            Print Name

Receipt of the above is hereby
acknowledged:

SUTTER SURGERY CENTERS, INC.,
a Delaware corporation

By  _______________________________

Its _______________________________

Dated: ____________________________

                                      - 4-