LIMITED PARTNERSHIP AGREEMENT



                                       OF



                           JORDAN VALLEY HOSPITAL, LP



                        (a Delaware Limited Partnership)



         This Limited Partnership Agreement is entered into and shall be

effective as of the 11th day of February, 2003 by and among IASIS Healthcare

Holdings, Inc., a Delaware corporation ("General Partner"), as the General

Partner, Jordan Valley Hospital, Inc., a Delaware corporation, as the Original

Limited Partner, and each other Person whose name is set forth on Exhibit B

attached to this Limited Partnership Agreement as the limited partners.



                              W I T N E S S E T H:



         WHEREAS, the General Partner has filed a Certificate of Limited

Partnership for Jordan Valley Hospital, LP with the Secretary of State of the

State of Delaware;



         NOW, THEREFORE, in consideration of the mutual covenants and promises

set forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the General Partner, the Original

Limited Partner and the Limited Partners agree as follows:



1.       DEFINITIONS



         As used herein the following terms have the following meanings:



         1.1 "ACT" means the Delaware Revised Uniform Limited Partnership Act,

as amended from time to time.



         1.2 "ADDITIONAL LIMITED PARTNER" means a Person who is admitted into

the Partnership as a Limited Partner pursuant to the terms of Section 12.5

hereof.



         1.3 "ADVERSE TERMINATING EVENT" means, with respect to any Limited

Partner (other than JVH or any IASIS Affiliate) or a person who owns an interest

in a P.A. or P.C. which is a Limited Partner, any of the following:





                  (a) The Limited Partner or a person who owns an interest in a

         P.A. or P.C. which is a Limited Partner has breached the terms and

         conditions of this Agreement, including without limitation, violating

         the transfer restrictions set forth in Article 12, as determined in the

         reasonable discretion of the General Partner; or



                                       1



                  (b) The Limited Partner, or a person who owns an interest in a

         P.A. or P.C. which is a Limited Partner, has disrupted the affairs of

         the Partnership or has acted adversely to the best interests of the

         Partnership, as determined in the reasonable discretion of the General

         Partner.



         1.4 "ADVISORY BOARD" has the meaning set forth in Section 11.1.



         1.5 "AFFILIATE" means, with respect to any Partner, (i) any Person that

directly or indirectly controls, is controlled by, or is under common control

with, a Partner, (ii) any entity of which a Partner owns 10% or more of the

outstanding voting securities, (iii) any entity of which a Partner is an

officer, director, or general partner, or (iv) any child or grandchild (whether

through marriage, adoption or otherwise), sibling (whether through adoption or

otherwise), parent or spouse of a Partner. As used in this definition of

"Affiliate," the term "control" means possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of an

entity whether through ownership of voting securities, by contract or otherwise.



         1.6 "AGREED VALUE" means, unless otherwise defined herein, at any time,

(a) the product of the Partnership's EBITDA (earnings before interest, taxes,

depreciation and amortization and management fees), as determined from the

Partnership's most recent audited financial statements and 6.5, minus (b) any

long-term debt, including without limitation any third party and intercompany

debt, of the Partnership.



         1.7 "AGREEMENT" means this Limited Partnership Agreement of Jordan

Valley Hospital, LP, as from time to time amended pursuant to Section 17.8

hereof.





         1.8 "APPROVAL OF THE PARTNERS" or "APPROVED BY THE PARTNERS" means the

approval of those Partners (including the General Partner and Affiliates) who

have collective ownership interests of at least seventy-five percent (75%) of

the aggregate Sharing Percentage of all Partners at the time the proposed

Partnership action is being considered for approval.



         1.9 "BANKRUPTCY" means, as to any Partner, the Partner's taking or

acquiescing to the taking of any action seeking relief under, or advantage of,

any applicable debtor relief, liquidation, receivership, conservatorship,

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