UNITED SURGICAL PARTNERS HOLDINGS, INC.



                     10% Senior Subordinated Notes Due 2011





                          REGISTRATION RIGHTS AGREEMENT





                                                               December 19, 2001



CREDIT SUISSE FIRST BOSTON CORPORATION

LEHMAN BROTHERS INC.

SG COWEN SECURITIES CORPORATION

c/o CREDIT SUISSE FIRST BOSTON CORPORATION

      Eleven Madison Avenue

      New York, New York 10010-3629



Dear Sirs:



         United Surgical Partners Holdings, Inc., a Delaware corporation (the

"ISSUER") and wholly-owned subsidiary of United Surgical Partners International,

Inc., a Delaware corporation (the "PARENT"), proposes to issue and sell to

Credit Suisse First Boston Corporation, Lehman Brothers Inc. and SG Cowen

Securities Corporation (collectively, the "INITIAL PURCHASERS"), upon the terms

set forth in a purchase agreement of even date herewith (the "PURCHASE

AGREEMENT"), $150,000,000 aggregate principal amount of its 10% Senior

Subordinated Notes due 2011 (the "INITIAL SECURITIES") to be guaranteed (the

"GUARANTIES") by the Parent and the subsidiaries of the Issuer listed on the

signature pages hereto (the "GUARANTORS" and, collectively with the Issuer, the

"COMPANY"). The Initial Securities will be issued pursuant to an Indenture,

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

Guarantors named therein and United States Trust Company of Texas, as trustee

(the "TRUSTEE"). As an inducement to the Initial Purchasers to enter into the

Purchase Agreement, the Company agrees with the Initial Purchasers, for the

benefit of the Initial Purchasers and the holders of the Securities (as defined

below) (collectively the "HOLDERS"), as follows:



         1. REGISTERED EXCHANGE OFFER. Unless not permitted by applicable law

(after the Company has complied with the ultimate paragraph of this Section 1),

the Company shall use its reasonable best efforts to prepare and, not later than

90 days (such 90th day being the "FILING DEADLINE") after the date on which the

Initial Purchasers purchase the Initial Securities pursuant to the Purchase

Agreement (the "CLOSING DATE"), file with the Securities and Exchange Commission

(the "COMMISSION") a registration statement (the "EXCHANGE OFFER REGISTRATION

STATEMENT") on an appropriate form under the Securities Act of 1933 (the

"SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED EXCHANGE

OFFER") to the Holders of Transfer Restricted Securities (as defined in Section

6 hereof), who are not prohibited by any law or policy of the Commission from

participating in the Registered Exchange Offer, to issue and deliver to such

Holders, in exchange for the Initial Securities, a like aggregate principal

amount of debt securities of the Issuer, with like Guaranties from the

Guarantors, issued under the Indenture, identical in all material respects

(except that the Exchange Securities will not contain terms with respect to

transfer restrictions) to





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the Initial Securities and registered under the Securities Act (the "EXCHANGE

SECURITIES"). The Company shall use its reasonable best efforts to (i) cause

such Exchange Offer Registration Statement to become effective under the

Securities Act within 180 days after the Closing Date (such 180th day being

an "EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration

Statement effective for not less than 30 days (or longer, if required by

applicable law) after the date notice of the Registered Exchange Offer is

mailed to the Holders (such period being called the "EXCHANGE OFFER

REGISTRATION PERIOD").



         If the Company commences the Registered Exchange Offer, the Company (i)

will be entitled to consummate the Registered Exchange Offer 30 days after such

commencement (provided that the Company has accepted all the Initial Securities

theretofore validly tendered in accordance with the terms of the Registered

Exchange Offer) and (ii) will be required to consummate the Registered Exchange

Offer no later than 40 days after the date on which the Exchange Offer

Registration Statement is declared effective (such 40th day being the

"CONSUMMATION DEADLINE").



         Following the declaration of the effectiveness of the Exchange Offer

Registration Statement, the Company shall promptly commence the Registered

Exchange Offer, it being the objective of such Registered Exchange Offer to

enable each Holder of Transfer Restricted Securities electing to exchange the

Initial Securities for Exchange Securities (assuming that such Holder is not an

affiliate of the Company within the meaning of the Securities Act, acquires the

Exchange Securities in the ordinary course of such Holder's business and has no

arrangements with any person to participate in the distribution of the Exchange

Securities and is not prohibited by any law or policy of the Commission from

participating in the Registered Exchange Offer) to trade such Exchange

Securities from and after their receipt without any limitations or restrictions

under the Securities Act and without material restrictions under the securities

laws of the several states of the United States.



         The Company acknowledges that, pursuant to current interpretations by

the Commission's staff of Section 5 of the Securities Act, in the absence of an

applicable exemption therefrom, (i) each Holder which is a broker-dealer

electing to exchange Initial Securities, acquired for its own account as a

result of market making activities or other trading activities, for Exchange

Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus

containing the information set forth in (a) Annex A hereto on the cover, (b)

Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of

the Exchange Offer" section, and (c) Annex C hereto in the "Plan of

Distribution" section of such prospectus in connection with a sale of any such

Exchange Securities received by such Exchanging Dealer pursuant to the

Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell

Securities (as defined below) acquired in exchange for Initial Securities

constituting any portion of an unsold allotment, is required to deliver a

prospectus containing the information required by Items 507 or 508 of Regulation

S-K under the Securities Act, as applicable, in connection with such sale.



         The Company shall use its reasonable best efforts to keep the Exchange

Offer Registration Statement effective and to amend and supplement the

prospectus contained therein, in order to permit such prospectus to be lawfully

delivered by all persons subject to the prospectus delivery requirements of the

Securities Act for such period of time as such persons must comply with such

requirements in order to resell the Exchange Securities; PROVIDED, HOWEVER, that

(i) in the case where such prospectus and any amendment or supplement thereto

must be delivered by an Exchanging Dealer or an Initial Purchaser, such period

shall be the lesser of 180 days and the date on which all Exchanging Dealers and

the Initial Purchasers have sold all Exchange Securities held by them (unless

such period is extended pursuant to Section 3(j) below) and (ii) the Company

shall make such prospectus and any amendment or supplement thereto available to

any broker-dealer for use in connection with any resale of any Exchange

Securities for a period of not less than 180 days after the consummation of the

Registered Exchange Offer.



         If, upon consummation of the Registered Exchange Offer, any Initial

Purchaser holds Initial Securities acquired by it as part of its initial

distribution, the Company, simultaneously with the delivery of the Exchange

Securities pursuant to the Registered Exchange Offer, shall issue and deliver to

such Initial Purchaser upon the written request of such Initial Purchaser, in

exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such

Initial Purchaser, a like principal amount of debt securities of the Issuer,

with





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like Guaranties of the Guarantors, issued under the Indenture and identical

in all material respects to the Initial Securities (the "PRIVATE EXCHANGE

SECURITIES"). The Initial Securities, the Exchange Securities and the Private

Exchange Securities are herein collectively called the "SECURITIES".



         In connection with the Registered Exchange Offer, the Company shall:



                  (a) mail to each Holder a copy of the prospectus forming part

         of the Exchange Offer Registration Statement, together with an

         appropriate letter of transmittal and related documents;



                  (b) keep the Registered Exchange Offer open for not less than

         30 days (or longer, if required by applicable law) after the date

         notice thereof is mailed to the Holders;



                  (c) utilize the services of a depositary for the Registered

         Exchange Offer with an address in the Borough of Manhattan, The City of

         New York, which may be the Trustee or an affiliate of the Trustee;



                  (d) permit Holders to withdraw tendered Securities at any time

         prior to the close of business, New York time, on the last business day

         on which the Registered Exchange Offer shall remain open; and



                  (e) otherwise comply with all applicable laws.



         As soon as practicable after the close of the Registered Exchange Offer

or the Private Exchange, as the case may be, the Company shall:



                  (x) accept for exchange all the Securities validly tendered

         and not withdrawn pursuant to the Registered Exchange Offer and the

         Private Exchange;



                  (y) deliver to the Trustee for cancellation all the Initial

         Securities so accepted for exchange; and



                  (z) cause the Trustee to authenticate and deliver promptly to

         each Holder of the Initial Securities, Exchange Securities or Private

         Exchange Securities, as the case may be, equal in principal amount to

         the Initial Securities of such Holder so accepted for exchange.



         The Indenture will provide that the Exchange Securities will not be

subject to the transfer restrictions set forth in the Indenture and that all the

Securities will vote and consent together on all matters as one class and that

none of the Securities will have the right to vote or consent as a class

separate from one another on any matter.



         Interest on each Exchange Security and Private Exchange Security issued

pursuant to the Registered Exchange Offer and in the Private Exchange will

accrue from the last interest payment date on which interest was paid on the

Initial Securities surrendered in exchange therefor or, if no interest has been

paid on the Initial Securities, from the date of original issue of the Initial

Securities.



         Each Holder participating in the Registered Exchange Offer shall be

required to represent to the Company that at the time of the consummation of the

Registered Exchange Offer (i) any Exchange Securities received by such Holder

will be acquired in the ordinary course of business, (ii) such Holder will have

no arrangements or understanding with any person to participate in the

distribution of the Securities or the Exchange Securities within the meaning of

the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule

405 of the Securities Act, of the Company or if it is an affiliate, such Holder

will comply with the registration and prospectus delivery requirements of the

Securities Act to the extent applicable, (iv) if such Holder is not a

broker-dealer, that it is not engaged in, and does not intend to engage in, the

distribution of the Exchange Securities and (v) if such Holder is a

broker-dealer, that it will receive Exchange Securities for its own account in

exchange for Initial Securities that were acquired as a result of



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market-making activities or other trading activities and that it will be

required to acknowledge that it will deliver a prospectus in connection with

any resale of such Exchange Securities.



         Notwithstanding any other provisions hereof, the Company will ensure

that (i) any Exchange Offer Registration Statement and any amendment thereto and

any prospectus forming part thereof and any supplement thereto complies in all

material respects with the Securities Act and the rules and regulations

thereunder, (ii) any Exchange Offer Registration Statement and any amendment

thereto does not, when it becomes effective, contain an untrue statement of a

material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading and (iii) any prospectus

forming part of any Exchange Offer Registration Statement, and any supplement to

such prospectus, does not include an untrue statement of a material fact or omit

to state a material fact required to be stated therein or necessary in order to

make the statements therein, in the light of the circumstances under which they

were made, not misleading.



         If following the date hereof there has been announced a change in

Commission policy with respect to exchange offers that in the reasonable opinion

of counsel to the Company raises a substantial question as to whether the

Registered Exchange Offer is permitted by applicable federal law, the Company

will seek a no-action letter or other favorable decision from the Commission

allowing the Company to consummate the Registered Exchange Offer. The Company

will pursue the issuance of such a decision to the Commission staff level. In

connection with the foregoing, the Company will take all such other actions as

may be requested by the Commission or otherwise required in connection with the

issuance of such decision, including without limitation (i) participating in

telephonic conferences with the Commission, (ii) delivering to the Commission

staff an analysis prepared by counsel to the Company setting forth the legal

bases, if any, upon which such counsel has concluded that the Registered

Exchange Offer should be permitted and (iii) diligently pursuing a resolution

(which need not be favorable) by the Commission staff.



         2. SHELF REGISTRATION. If, (i) because of any change in law or in

applicable interpretations thereof by the staff of the Commission, the Company

is not permitted to effect a Registered Exchange Offer, as contemplated by

Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the

220th day after the Closing Date, (iii) any Initial Purchaser so requests with

respect to the Initial Securities (or the Private Exchange Securities) not

eligible to be exchanged for Exchange Securities in the Registered Exchange

Offer and held by it following consummation of the Registered Exchange Offer or

(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate

in the Registered Exchange Offer or, in the case of any Holder (other than an

Exchanging Dealer) that participates in the Registered Exchange Offer, such

Holder does not receive freely tradeable Exchange Securities on the date of the

exchange and any such Holder so requests, the Company shall take the following

actions (the date on which any of the conditions described in the foregoing

clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv)

the receipt of the required notice, being a "TRIGGER DATE"):



                  (a) The Company shall promptly (but in no event more than 75

         days after the Trigger Date (such 75th day being the "SHELF FILING

         DEADLINE")) file with the Commission and thereafter use its reasonable

         best efforts to cause to be declared effective on or prior to the 75th

         day after the Shelf Filing Deadline (such subsequent 75th day being an

         "EFFECTIVENESS DEADLINE") a registration statement (the "SHELF

         REGISTRATION STATEMENT" and, together with the Exchange Offer

         Registration Statement, a "REGISTRATION STATEMENT") on an appropriate

         form under the Securities Act relating to the offer and sale of the

         Transfer Restricted Securities by the Holders thereof from time to time

         in accordance with the methods of distribution set forth in the Shelf

         Registration Statement and Rule 415 under the Securities Act

         (hereinafter, the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that no

         Holder (other than an Initial Purchaser) shall be entitled to have the

         Securities held by it covered by such Shelf Registration Statement

         unless such Holder agrees in writing to be bound by all the provisions

         of this Agreement applicable to such Holder (with the Initial

         Purchaser's agreement thereto being evidenced by their execution

         hereof).



                  (b) The Company shall use its reasonable best efforts to keep

         the Shelf Registration Statement continuously effective in order to

         permit the prospectus included therein to be lawfully



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         delivered by the Holders of the relevant Securities, for a period of

         two years (or for such longer period if extended pursuant to Section

         3(j) below) from the date of its effectiveness or such shorter period

         that will terminate when all the Securities covered by the Shelf

         Registration Statement (i) have been sold pursuant thereto or (ii) are

         no longer restricted securities (as defined in Rule 144 under the

         Securities Act, or any successor rule thereof). The Company shall be

         deemed not to have used its best efforts to keep the Shelf Registration

         Statement effective during the requisite period if it voluntarily takes

         any action, other than pursuant to Section 3(b)(v) hereof, that would

         result in Holders of Securities covered thereby not being able to offer

         and sell such Securities during that period, unless such action is

         required by applicable law.



                  (c) Notwithstanding any other provisions of this Agreement to

         the contrary, the Company shall cause (i) the Shelf Registration

         Statement and any amendment or supplement thereto, as of the effective

         date of the Shelf Registration Statement, amendment or supplement, (a)

         to comply in all material respects with the applicable requirements of

         the Securities Act and the rules and regulations of the Commission and

         (b) not to contain any untrue statement of a material fact or omit to

         state a material fact required to be stated therein or necessary in

         order to make the statements therein not misleading, and (ii) any

         prospectus forming a part of the Shelf Registration Statement and any

         amendment or supplement thereto (a) to comply in all material respects

         with the applicable requirement of the Securities Act and the rules and

         regulations of the Commission and (b) not to contain any untrue

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

         to be stated therein or necessary in order to make the statements

         therein, in light of the circumstances under which they were made, not

         misleading.



         3. REGISTRATION PROCEDURES. In connection with any Shelf Registration

contemplated by Section 2 hereof and, to the extent applicable, any Registered

Exchange Offer contemplated by Section 1 hereof, the following provisions shall

apply:



                  (a) The Company shall (i) furnish to each Initial Purchaser,

         prior to the filing thereof with the Commission, a copy of the

         Registration Statement and each amendment thereof and each supplement,

         if any, to the prospectus included therein and, in the event that an

         Initial Purchaser (with respect to any portion of an unsold allotment

         from the original offering) is participating in the Registered Exchange

         Offer or the Shelf Registration Statement, the Company shall use its

         reasonable best efforts to reflect in each such document, when so filed

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