UNITED SURGICAL PARTNERS HOLDINGS, INC.



                     10% Senior Subordinated Notes Due 2011





                               PURCHASE AGREEMENT



                                                               December 14, 2001



CREDIT SUISSE FIRST BOSTON CORPORATION

LEHMAN BROTHERS INC.

SG COWEN SECURITIES CORPORATION

As Representatives of the Several Purchasers,

    c/o Credit Suisse First Boston Corporation,

            Eleven Madison Avenue,

               New York, N.Y. 10010-3629



Dear Sirs:





         1. INTRODUCTORY. United Surgical Partners Holdings, Inc., a Delaware

corporation (the "COMPANY") and wholly-owned subsidiary of United Surgical

Partners International, Inc., a Delaware corporation (the "PARENT"), proposes to

issue and sell to the several initial purchasers named on SCHEDULE A hereto (the

"PURCHASERS") upon the terms and subject to the conditions set forth in this

agreement (the "PURCHASE AGREEMENT") U.S. $150,000,000 principal amount of its

10% Senior Subordinated Notes due 2011 (the "NOTES") to be issued under an

indenture, dated as of December 19, 2001 (the "INDENTURE"), among the Company,

the guarantors from time to time parties thereto (the "GUARANTORS") and U.S.

Trust Company of Texas, N.A. as trustee (the "TRUSTEE"). The Notes will be

guaranteed (the "GUARANTEE," and together with the Notes, the "OFFERED

SECURITIES") by the Guarantors. The United States Securities Act of 1933 is

herein referred to as the "SECURITIES ACT."



         Holders (including subsequent transferees) of the Offered Securities

will have the registration rights set forth in the registration rights agreement

(the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date (as

hereinafter defined), in substantially the form of EXHIBIT I hereto, for so long

as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as

defined in the Registration Rights Agreement). Pursuant to the Registration

Rights Agreement, the Company and the Guarantors will agree to file with the

Securities and Exchange Commission (the "COMMISSION") under the circumstances

and upon the terms and subject to the conditions set forth therein, (i) a

registration statement under the Securities Act (the "EXCHANGE OFFER

REGISTRATION STATEMENT") relating to the Company's 10% Senior Subordinated Notes

in a like aggregate principal amount as the Company issued under the Indenture,

identical in all material respects to the Offered Securities and registered

under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange

for the Offered Securities (such offer to exchange being referred to as the

"EXCHANGE OFFER") and, if applicable, (ii) a shelf registration statement

pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION

STATEMENT" and, together with the Exchange Offer Registration Statement, the

"REGISTRATION STATEMENTS") relating to the resale by certain holders of the

Offered Securities and to use their reasonable best efforts to cause such

Registration Statements to be declared and remain effective and usable for the

periods specified in the Registration Rights Agreement and to consummate the

Exchange Offer. The Offered Securities and the Exchange Securities are referred

to collectively as the "SECURITIES."



         The Company and the Guarantors hereby agree with the several Purchasers

as follows:



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         2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS.

The Company and the Guarantors represent and warrant to, and agree with, the

several Purchasers that:



                  (a) A preliminary offering circular and an offering circular

         relating to the Offered Securities to be offered by the Purchasers have

         been prepared by the Company. Such preliminary offering circular (the

         "PRELIMINARY OFFERING CIRCULAR") and offering circular (the "OFFERING

         CIRCULAR"), as supplemented as of the date of this Agreement and any

         other document approved by the Company for use in connection with the

         contemplated resale of the Offered Securities are hereinafter

         collectively referred to as the "OFFERING DOCUMENT." On the date of

         this Agreement, the Offering Document does not include any untrue

         statement of a material fact or omit to state any material fact

         necessary in order to make the statements therein, in the light of the

         circumstances under which they were made, not misleading. The preceding

         sentence does not apply to statements in or omissions from the Offering

         Document based upon written information furnished to the Company by any

         Purchaser through Credit Suisse First Boston Corporation ("CSFBC")

         specifically for use therein, it being understood and agreed that the

         only such information is that described as such in Section 7(b) hereof.

         Except as disclosed in the Offering Document, on the date of this

         Purchase Agreement, the Company's Quarterly Report on Form 10-Q filed

         with the Commission on August 14, 2001 and all subsequent reports

         (collectively, the "EXCHANGE ACT REPORTS") which have been filed by the

         Company with the Commission or sent to stockholders pursuant to the

         Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), do

         not include any untrue statement of a material fact or omit to state

         any material fact necessary to make the statements therein, in the

         light of the circumstances under which they were made, not misleading.

         Such documents, when they were filed with the Commission, conformed in

         all material respects to the requirements of the Exchange Act and the

         rules and regulations of the Commission thereunder.



                  (b) The Company and the Parent have each been duly

         incorporated and each is an existing corporation in good standing under

         the laws of the State of Delaware, with power and authority (corporate

         and other) to own their respective properties and conduct their

         respective business as described in the Offering Document; and the

         Company and the Parent each are duly qualified to do business as a

         foreign corporation in good standing in all other jurisdictions in

         which their respective ownership or lease of property or the conduct of

         their respective business requires such qualification, except where the

         failure to be so qualified or to be in good standing would not,

         individually or in the aggregate, have a material adverse effect on the

         business, condition (financial or otherwise), properties or results of

         operations of the Company, the Parent and the Company's subsidiaries

         taken as a whole ("MATERIAL ADVERSE EFFECT"). SCHEDULE B attached

         hereto is a true, complete and correct list of all of the direct and

         indirect subsidiaries of the Parent and indicating their respective

         jurisdictions of formation or organization, the Parent's direct or

         indirect ownership therein, and whether such entity is a Guarantor

         (each such subsidiary, including the Company, a "PARENT SUBSIDIARY,"

         and collectively, the "PARENT SUBSIDIARIES").



                  (c) Each Parent Subsidiary has been duly incorporated or

         organized and is an existing corporation, limited partnership or

         limited liability company in good standing under the laws of the

         jurisdiction of its incorporation or organization, with power and

         authority (corporate and other) to own its properties and conduct its

         business as described in the Offering Document; and each Parent

         Subsidiary is duly qualified to do business as a foreign corporation,

         limited partnership or limited liability company in good standing in

         all other jurisdictions in which its ownership or lease of property or

         the conduct of its business requires such qualification, except where

         the failure to be so qualified or to be in good standing would not,

         individually or in the aggregate, have a Material Adverse Effect; all

         of the issued and outstanding capital stock or similar ownership

         interest of each Parent Subsidiary has been duly authorized and validly

         issued and is fully paid and nonassessable; and the capital stock or

         similar ownership interest of each Parent Subsidiary owned by the

         Parent, directly or through subsidiaries, is owned free from liens,

         encumbrances and defects other than



                                       2



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         those liens permitted pursuant to the existing domestic credit

         facility as defined in the Offering Circular ("PERMITTED LIENS"),

         except where such lien, encumbrance and/or defect would not have a

         Material Adverse Effect.



                  (d) The Indenture has been duly authorized; the Offered

         Securities have been duly authorized; and when the Offered Securities

         are delivered and paid for pursuant to this Purchase Agreement on the

         Closing Date (as defined below), the Indenture will have been duly

         executed and delivered by the Company and the Guarantors, such Offered

         Securities will have been duly executed, authenticated, issued and

         delivered and will conform to the description thereof contained in the

         Offering Document and the Indenture and such Offered Securities will

         constitute valid and legally binding obligations of the Company and the

         Guarantors, enforceable against the Company and the Guarantors in

         accordance with their terms, subject to bankruptcy, insolvency,

         fraudulent transfer, reorganization, moratorium and similar laws of

         general applicability relating to or affecting creditors' rights and to

         general equitable principles (regardless of whether considered in a

         proceeding in equity or law).



                  (e) Except as disclosed in the Offering Document, there are no

         contracts, agreements or understandings between the Company or any

         Guarantor on the one hand, and any person on the other hand that would

         give rise to a valid claim against the Company, any Guarantor or any

         Purchaser for a brokerage commission, finder's fee or other like

         payment in connection with this offering.

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