Nonqualified Stock Option Plan and Agreement - Sutter Surgery Centers Inc. and August A. Saibeni


         THE OPTION GRANTED PURSUANT TO THIS NONSTATUTORY STOCK OPTION AGREEMENT
(THE 'OPTION') AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE  HEREOF
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
'SECURITIES ACT'), AND MAY NOT BE PLEDGED,  HYPOTHECATED,  SOLD,  TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT FOR
THE OPTION OR THE SHARES  UNDER THE  SECURITIES  ACT,  OR AN OPINION OF COUNSEL,
WHICH IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL,  THAT SUCH REGISTRATION IS
NOT REQUIRED.

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

         THIS  AGREEMENT is entered into as of December 1, 1992,  between SUTTER
SURGERY CENTERS,  INC., a Delaware  corporation  (the 'Company'),  and AUGUST A.
SAIBENI (the 'Optionee').

                                    Recitals

         A. The  Company's  Board of Directors  ('Board') has  established  this
Nonqualified  Stock Option Plan and Agreement  ('Agreement') in order to provide
the Optionee with an opportunity to acquire common stock of the Company;  and 

         B. The Board has  determined  that it would be in the best interests of
the  Company  and its  stockholders  to  grant  the  Nonqualified  Stock  Option
described in this  Agreement to the Optionee as an  inducement to enter into and
remain in the  employ  of the  Company  and as an  incentive  for  extraordinary
efforts during such employment.

         NOW, THEREFORE, it is agreed as follows:

                                    Agreement

ARTICLE 1. GRANT OF OPTION.

         1.01.  Option.  On the terms and conditions  stated below,  the Company
hereby  grants to the  Optionee  the option to purchase  One Million  Thirty-One
Thousand Nine Hundred Ninety- Two  (1,031,992)  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.

         1.02.  Representation and Warranty. The Company represents and warrants
that, as of the effective date of this Agreement:




                  A. Nineteen  Million Six Hundred Seven  Thousand Eight Hundred
Forty- Three (19,607,843) shares of Common Stock are issued and outstanding;

                  B.  The  Common  Stock  subject  to  this  Option   represents
approximately  five percent (5%) of the  outstanding  Common Stock assuming full
exercise of this Option; and

                  C.  There are no  outstanding  options,  warrants,  conversion
rights or similar  rights under which the Company is or may become  obligated to
issue or sell any shares of Common Stock,  except (I) as may be  contemplated by
this Agreement, and (ii) pursuant to the Purchase Rights Agreement,  dated as of
December 1, 1992, among the Company, E J Financial Investments, L.P., a Delaware
limited  partnership  ('EJF'),   and  Sutter  Ambulatory  Care  Corporation,   a
California nonprofit public benefit corporation ('SACC'); and

                  D.  The   execution  and  delivery  of  this  Option  and  the
performance of the  obligations of the Company have been duly  authorized by all
corporate action on behalf of the Company.

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 only exercise this Option to the extent it
is vested.  Subject to the  conditions  stated in this  Agreement,  the right to
exercise this Option shall accrue in installments as follows:


                                       -2-

                                                       Percentage of
                   Date                              Shares Exercisable

        January 1, 1993                          25.0000% (257,998 Shares)
        February 1, 1993 and the first day of      1.5625% (16,125 Shares)
        each month thereafter until 
        January 1, 1997


less, in the case of each vesting period,  the number of Shares of common stock,
if any, previously purchased under the Option;  provided,  however, the right to
exercise  any  unexercised  shares under this Option  shall  immediately  become
exercisable  in full,  if EJF and SACC,  and  their  respective  affiliates,  as
defined in the Stockholders  Agreement,  dated as of December 1, 1992, among the
Company,  EJF and SACC (the  'Stockholders  Agreement'),  collectively no longer
have the ability to cause the  election of a majority of the Board of  Directors
of the Company,  through the terms of the Stockholders  Agreement, or otherwise.
The Stockholders Agreement is hereby incorporated by reference.

         Any other provision of this Agreement notwithstanding,  if the Optionee
goes on a leave of absence in excess of six (6)  months  duration,  other than a
sick leave or disability  leave (to be determined in the sole  discretion of the
Board), 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 such leave of absence.

         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 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-


ARTICLE 4.     EXERCISE PROCEDURES.

         4.01. Notice of Exercise.

                  A. The Optionee may exercise  this Option by giving  notice to
the Secretary 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 Secretary or Assistant Secretary 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 the Option on
behalf of the Optionee in accordance  with the procedures of Section  4.01A.  In
addition to the procedures of Section 4.01A,  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 the Option  exercised by the  Optionee,
registered in the name of the Optionee (or a person set forth in Section 6.04C),
or,  if so  specified  in the  notice of  option  exercise,  in the names of the
Optionee and his spouse as community  property or as joint tenants with right of
survivorship.  The Company shall not issue Optionee any fractions of Shares. The
Company shall pay the Optionee,  in cash, the Fair Market Value of any fractions
of Shares. The Company shall deliver any certificates representing the Shares to
the Optionee no later than thirty (30) days after  receiving  proper  notice and
full payment for the Shares. 

ARTICLE 5. PAYMENT FOR STOCK.

         The Optionee  shall pay for the entire  Purchase Price in United States
dollars, or, at the Optionee's discretion:

         The Optionee may elect to surrender  Shares,  in form  appropriate  for
transfer,  towards payment of the Purchase Price,  provided that the Company has
closed an Initial Public  Offering.  The Shares  surrendered  shall be valued at
their Fair Market Value as of the exercise date. The Optionee may only surrender
Shares if they have an  aggregate  Fair  Market  Value of at least TEN  THOUSAND
DOLLARS ($10,000).

                                       4-

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

ARTICLE 6. TERM AND EXPIRATION.

         6.01.  Basic Term.  This Option  shall in any event expire on the tenth
(10th)  anniversary  of the  Date of  Grant  unless  extended  due to a delay as
described  in  Section  3.02 with the delay  occurring  after the  eighth  (8th)
anniversary  of the Date of Grant.  If a delay in  exercising  this  Option  (as
described in Section 3.02) occurs after the eighth (8th) 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 eighth (8th) anniversary of the Date of Grant.

         6.02.  Termination of Service Resulting in Acceleration of Vesting.  If
the Optionee's employment is terminated for any of the following reasons:

                  A. The Optionee's death, disability or incapacity;

                  B.  Action by the  Company  pursuant  to  Section  9(d) of the
Employment Agreement between the Optionee and the Company, dated the date hereof
(the 'Employment Agreement'), or otherwise without cause; or

                  C.  Action by the  Optionee  pursuant  to Section  9(e) of the
Employment  Agreement,  or otherwise for good reason;  then, any portion of this
Option  which is not then  exercisable  pursuant  to Section  3.01 shall  become
exercisable as of the date of  termination  of the Optionee's  employment by the
Company (the 'Termination Date').

         6.03.  Termination  of Service  Resulting in  Termination  of Nonvested
0ptions.  If the  Optionee's  employment is terminated for any reason other than
set forth in Section 6.02  herein,  then any portion of this Option which is not
then  exercisable  pursuant  to  Section  3.01  herein  shall  terminate  on the
Termination Date. 6.04. Exercise of Options After Termination Date.

                  A. After the  Termination  Date, the Optionee may exercise any
portion of this Option (other than any portion which has terminated  pursuant to
Section 6.03 hereof) on or before the ninetieth  (90th) day after the end of the
calendar year in which the Termination Date occurs.

                  B. After the time period set forth in Section 6.04.A above has
expired, the Optionee shall no longer have any rights whatsoever hereunder.

                  C. All or part of this  Option  may be  exercised  at any time
before its  expiration  by the  executors or  administrators  of the  Optionee's
estate or by

                                       -5-

any person who has acquired  this Option  directly from the Optionee by bequest,
beneficiary designation or inheritance.

         6.05. Leaves of Absence. For purposes of this Article 6, the employment
relationship  shall be deemed to continue during any period when the Optionee is
on  military  leave,  sick  leave or other  bona fide  leave of  absence  (to be
determined in the sole discretion of the Board).

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.

         8.01.  Form S-8  Registration.  From and after (I) the completion of an
Initial Public  Offering and (ii) the expiration of any lock-up period set forth
in the Company's  underwriting  agreement with the managing underwriters) of the
Company's Initial Public Offering, the Company shall register the Shares on Form
S-8 for sale pursuant to employee  benefit plans of the Company;  provided that,
(x) the optionee has given the Company at least sixty (60) days' written  notice
of  Optionee's  request to register the Shares and (y) the  registration  of the
Shares is permitted by the rules of the Securities and Exchange Commission.

         8.02. No Other Registration  Rights. Other than as set forth in Section
8.01 above,  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 such a resale of Shares to comply with any law.

ARTICLE 9. RESTRICTIONS ON TRANSFER OF SHARES.

         9.01.  Restrictions.  Regardless  of whether the  offering  and sale of
Shares have been registered  under the Securities Act or have been registered or
qualifiedunder  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

                                       -6-

appropriate legends on stock certificates) if, in the reasonable 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.  Investment  Intent at Grant. The Optionee  represents and agrees
that the Shares to be acquired upon  exercising this Option will be acquired for
investment and not with a view to the sale or distribution thereof.

         9.03.  Investment  Intent at  Exercise.  If the sale of Shares  are not
registered  under the  Securities  Act,  but an  exemption  is  available  which
requires an  investment  representation  or other  representation,  the Optionee
shall represent and agree at the time of exercise that the Shares being acquired
upon exercising  this Option are being acquired for  investment,  and not with a
view  to  the  sale  or  distribution   thereof,   and  shall  make  such  other
representations  as are deemed  necessary or  appropriate by the Company and its
counsel.

         9.04.  Stockholders  Agreement.  Unless an Initial Public  Offering has
been completed,  the Optionee shall,  upon exercise of any Options,  execute and
deliver  instruments  necessary  to cause the  Optionee to become a party to the
Stockholders Agreement.  Such instrument shall obligate the Optionee to vote his
Shares for the director nominees nominated by SACC or EJF.

         9.05.  Legend.  All certificates  evidencing Shares acquired under this
Agreement in an unregistered  transaction  shall bear the following  restrictive
legends (and such other restrictive  legends as are required or deemed advisable
under the provisions of any applicable law):

                  A. THE  SHARES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD,  PLEDGED OR
OTHERWISE  TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION THEREOF UNDER SUCH ACT
OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION  IS NOT REQUIRED;  and 

                  B. Any legend required by the Stockholders Agreement.

         9.06. Removal of Legends.  If, in the reasonable opinion of the Company
and its counsel,  any legend placed on a stock certificate  representing  Shares
sold under this Agreement is no longer required,  the holder of such certificate
shall be entitled to exchange such  certificate  for a certificate  representing
the same number of Shares but lacking such legend.

                                       -7-


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 (I)
a party  to a merger  or  consolidation  and the  Company  is not the  surviving
corporation,  (ii)  if  there  is a  sale  of all  or  substantially  all of the
Company's  assets  other than a sale or  transfer to a  Subsidiary,  or (iii) if
there is a dissolution or liquidation of the Company (each referred to herein as
a 'Trigger  Event'),  the Optionee shall,  upon a Trigger Event,  have the right
(immediately  prior to the Trigger Event) to exercise this Option in whole or in
part  without  regard to the vesting  schedule  set forth in Section  3.01.  The
Option shall  terminate  after the Trigger  Event has taken  place.  The Company
shall  exercise its best efforts to keep Optionee  informed in advance of when a
Trigger Event may or will occur.

         10.03. Reservation of Rights. Except as provided in Articles 10 and 11,
the  Optionee  shall  have  no  rights  by  reason  of (I)  any  subdivision  or
consolidation of 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.  OPTIONEE PURCHASE RIGHTS.

         If, at any  time,  or from time to time,  prior to the  Initial  Public
Offering, the Company issues or sells any shares of its common stock (other than
shares issued to employees or directors  pursuant to employee  benefit plans and
shares issued in stock splits or  dividends),  the Company  agrees to notify the
Optionee in writing of the terms of the issuance.  The Optionee shall  thereupon
be entitled to purchase

                                      -8-

from the Company a number of shares of common stock of the Company such that the
Optionee  owns the same  percentage  of common  stock of the  Company  after the
issuance as before the issuance.  The Optionee's  percentage  ownership shall be
calculated  assuming full exercise of this Option.  The Optionee  shall exercise
his purchase  rights under this Article 11 within  thirty (30) days from receipt
of  notification  from the  Company.  The  Optionee  shall  purchase  any shares
acquired  under  this  Article  11 on the same  terms  and  conditions  as those
provided to the other investors in such offering.

ARTICLE 12. MISCELLANEOUS PROVISIONS.

         12.01. Withholding Taxes. If the Company determines that it is required
to withhold foreign,  federal, state or local tax 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.

         12.02. 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.

         12.03.  No  Employment  Rights.  Nothing  in this  Agreement  shall  be
construed as giving the Optionee the right to continue as an Employee. The terms
of the  Optionee's  employment  with the Company are set forth in the Employment
Agreement. The Company reserves the right to terminate the Optionee's employment
at any time, with or without cause,  subject to any written Employment Agreement
between the Optionee and the Company to the contrary.

         12.04. 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.

         12.05. Entire Agreement. This Agreement constitutes the entire contract
between the parties hereto with regard to the subject matter hereof.

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

                                       -9-

regarding the conflict of laws),  as such laws are applied to contracts  entered
into and performed in such state.

         12.07. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. THE OPTIONEE AND
THE COMPANY  HEREBY  CONSENT TO THE  JURISDICTION  OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN THE COUNTY OF THE COMPANY'S  HEADQUARTERS (AT THE TIME ANY ACTION
IS INSTITUTED), AND IRREVOCABLY AGREE THAT, UNLESS BOTH PARTIES ELECT OTHERWISE,
ALL ACTIONS OR PROCEEDINGS  RELATED TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH
COURTS.  THE PARTIES ACCEPT THE EXCLUSIVE  JURISDICTION OF SUCH COURTS AND WAIVE
ANY DEFENSE OF FORUM NON CONVENIENS,  AND  IRREVOCABLY  AGREE TO BE BOUND BY ANY
JUDGMENT  RENDERED  THEREBY IN CONNECTION  WITH THIS  AGREEMENT.  SERVICE OF ALL
PROCESS IN ANY SUCH  PROCEEDINGS  IN ANY SUCH COURT MAY BE MADE BY MAILING IT BY
REGISTERED  OR  CERTIFIED  MAIL TO THE  PARTIES AT THE  ADDRESS  PROVIDED ON THE
SIGNATURE PAGE HEREIN,  SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES TO
BE EFFECTIVE AND BINDING  SERVICE IN EVERY RESPECT.  NOTHING HEREIN SHALL EFFECT
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

ARTICLE 13. DEFINITIONS.

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

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

         13.03.  Date of Grant.  Shall mean the date on which the Board resolved
to grant  this  Option,  which is also the date as of which  this  Agreement  is
entered into.

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

         13.05.  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.

         13.06 Fair Market Value.  Shall mean as of the date of this  Agreement,
ONE DOLLAR ($1.00) per share.  After the date of this  Agreement,  it shall mean
for each share:  (I) the  average of the closing  prices per share of the common
stock as reported in The Wall Street  Journal for the last twenty (20)  business
days prior to the

                                      -10-

exercise  date if shares of the  Common  Stock are  either  listed on a national
securities  exchange or traded on the  NASDAQ/National  Market System;  (ii) the
average bid and asked prices for the last twenty (20) business days prior to the
exercise  date as furnished by two (2) members of the  National  Association  of
Securities  Dealers,  Inc.,  selected  for that purpose from time to time by the
Company and reasonably  acceptable to the Optionee if shares of the Common stock
are not so listed,  admitted or traded;  or (iii) the price determined below, if
the formulas set forth in clauses (I) and (ii) above are inapplicable:

         The price, as of the exercise date  determined by an investment  banker
selected by the mutual  agreement of the Company and the Optionee (the 'Mutually
Acceptable  Investment Banker').  If the parties are unable to select a Mutually
Acceptable Investment Banker, the price shall be determined,  as of the exercise
date, by a single  arbitrator  selected in accordance with the provisions of the
American  Arbitration  Association  located in Chicago.  To the extent possible,
this  arbitrator  shall  have at least  ten  (10)  years  of  experience  in the
investment banking industry and shall be familiar with valuing companies engaged
in the surgery center business.

         13.07.  Initial Public Offering.  Initial Public Offering shall mean an
initial public primary  offering by  underwriters  on a firm  commitment or best
efforts  basis in which the  Common  Stock is 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.

         13.08.  Option.  Shall mean an employee  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.

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

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

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

         13.12.  Subsidiary.  Shall mean any corporation,  if the Company or one
(1) or more 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.


                                      -11-

         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:





                                          ---------------------------------
                                                 AUGUST A. SAIBENI
                                          Address:
                                                  -------------------------
                                                  -------------------------

                                    COMPANY:

                                          SUTTER SURGERY CENTERS, INC., a
                                          Delaware corporation


                                          By
                                            --------------------------------
                                          Its
                                             -------------------------------
                                          Address:     2800 L Street
                                                       Sacramento, CA  95816


                                  EXHIBIT 4.01

                              OPTION EXERCISE FORM

                                                        Date:_________________

                            NONQUALIFIED STOCK OPTION

                                  EXERCISE FORM

Sutter Surgery Centers, Inc.
Attention: Secretary

- ----------------------------
- ----------------------------


         The undersigned  elects to exercise the option to purchase  ___________
(________)  shares of common  stock (the  'Shares') of Sutter  Surgery  Centers,
Inc.,  ('Company'),  in accordance with the nonqualified stock option granted to
the undersigned by Company as of , 1992, 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  having a Fair Market Value
                  when combined with other forms of payment of not less than the
                  Purchase Price (shares may only be tendered if the Company has
                  completed  an  Initial  Public  Offering  (as  defined  in the
                  Agreement)).

         Please  issue the  Shares to  ___________________________________[i.e.,
Optionee;  Optionee and spouse as community property;  or Optionee and spouse as
joint tenants]. .

         I represent and agree that I am over eighteen (18) years of age, that I
am acquiring the Shares for investment  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 further  acknowledge  and  understand  that the  Shares  must be held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such  registration  is available.  I further  acknowledge  and
understand that,  except as set forth in the Agreement,  the Company is under no
obligation to register the Shares and that, in the absence of registration,  the
Shares may not be transferred.  I understand that the instrument  evidencing the
Shares will be imprinted  with legends which prohibit the transfer of the Shares
unless they are registered or such  registration  is not required in the opinion
of counsel  satisfactory  to Company.  I do not have any contract,  agreement or
arrangement with any persons to sell,  transfer or grant  participations to such
person or to any third person with respect to any of the Shares.

         I am aware of the adoption of Rule 144 by the  Securities  and Exchange
Commission,  promulgated  under the Securities Act, which permits limited public
resale  of  securities   acquired  on  a  nonpublic   offering  subject  to  the
satisfaction  of  certain  conditions,   including,   among  other  things:  The
availability of certain public  information about Company,  the resale occurring
not less than two (2) years  after  the  party  has  purchased  and paid for the
securities  to be sold,  the sale  being  through  a  broker  in an  unsolicited
'broker's transaction,' 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).

         I agree to  obtain  the  consent  of my spouse  to this  exercise.* 

         My address of record is:

                      -------------------------------------
                      -------------------------------------
and my Social Security number is:
                                  -------------------------------------

                                       Very truly yours,



                                       -------------------------------------
                                       Name:


- ------------------------------
* The Consent of Spouse should be in the form attached to the Nonqualified Stock
Option Exercise Form.

                                       -2-

 

                                CONSENT OF SPOUSE




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

           DATED:
                 ---------------------------


                                      -------------------------------------
                                                  (Signature)

                                      Print Name:
                                                 --------------------------

Receipt of the above is hereby
acknowledged:
SUTTER SURGERY CENTERS, INC.


By
   -------------------------------
Its
   -------------------------------
Dated:
      -------------------------------



                                      -3-