SUPPLEMENTAL INDENTURE



         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of

September 29, 2000, among IASIS Finance, Inc., a Delaware corporation (the

"Guaranteeing Subsidiary"), a subsidiary of IASIS Healthcare Corporation, a

Delaware corporation (the "Company"), and The Bank of New York, as trustee under

the indenture referred to below (the "Trustee").



                              W I T N E S S E T H:



         WHEREAS, the Company has heretofore executed and delivered to the

Trustee an indenture (the "Indenture"), dated as of October 15, 1999, providing

for the issuance of an aggregate principal amount at maturity of $230,000,000 of

13% Senior Subordinated Notes due 2009 (the "Notes");



         WHEREAS, the Indenture provides that under certain circumstances the

Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental

indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally

guarantee all of the Company's Obligations under the Notes and the Indenture on

the terms and conditions set forth herein (the "Subsidiary Guarantee"); and



         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is

authorized to execute and deliver this Supplemental Indenture.



         NOW THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt of which is hereby acknowledged, the

Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the

equal and ratable benefit of the Holders of the Notes as follows:



         1.       Capitalized Terms. Capitalized terms used herein without

definition shall have the meanings assigned to them in the Indenture.



         2.       Agreement to Guarantee. The Guaranteeing Subsidiary hereby

agrees as follows:



                  (a)      Along with all Guarantors named in the Indenture, to

         jointly and severally Guarantee to each Holder of a Note authenticated

         and delivered by the Trustee and to the







         Trustee and its successors and assigns, irrespective of the validity

         and enforceability of the Indenture, the Notes or the obligations of

         the Company hereunder or thereunder, that:



                           (i)      the principal of and interest on the Notes

                  will be promptly paid in full when due, whether at maturity,

                  by acceleration, redemption or otherwise, and interest on the

                  overdue principal of and interest on the Notes, if any, if

                  lawful, and all other obligations of the Company to the

                  Holders or the Trustee hereunder or thereunder will be

                  promptly paid in full or performed, all in accordance with the

                  terms hereof and thereof; and



                           (ii)     in case of any extension of time of payment

                  or renewal of any Notes or any of such other obligations, that

                  same will be promptly paid in full when due or performed in

                  accordance with the terms of the extension or renewal, whether

                  at stated maturity, by acceleration or otherwise. Failing

                  payment when due of any amount so guaranteed or any

                  performance so guaranteed for whatever reason, the Guarantors

                  shall be jointly and severally obligated to pay the same

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