[EXECUTION COPY]


SUBSIDIARY GUARANTY


THIS SUBSIDIARY GUARANTY AGREEMENT (this "Guaranty"),
dated as of April 28, 1994, made by each of the
undersigned Subsidiaries (as defined below) of
HEALTHTRUST, INC. - THE HOSPITAL COMPANY, a Delaware
corporation (the "Company") and any Subsidiary of the
Company that after the date hereof executes an
acknowledgment to this Guaranty substantially in the
form of Exhibit A hereto (each such undersigned and
other Subsidiary being referred to individually as a
"Guarantor" and collectively as the "Guarantors"), in
favor of and for the benefit of THE BANK OF NOVA SCOTIA
("Scotiabank"), as collateral agent for and
representative of the Guarantied Parties (as defined
below)  (in such capacity, together with any successor,
or other representative for the Guarantied Parties
being collectively referred to herein as the
"Collateral Agent").  Capitalized terms used herein
without definition shall have the same meanings herein
as set forth in the Credit Agreement referred to below.


W I T N E S S E T H

WHEREAS each Guarantor is a direct or indirect
wholly-owned Subsidiary (other than a JV Subsidiary) of
the Company; and

WHEREAS, the Company has heretofore entered into a
certain Credit Agreement, dated as of September 29,
1992 (as amended, modified or amended and restated or
otherwise modified to the date hereof, the "1992 Credit
Agreement") with the financial institutions parties
thereto, Scotiabank, ABN AMRO Bank N.V., Bank of
America National Trust and Savings Association, The
Chase Manhattan Bank, N.A., Citibank, N.A., Continental
Bank N.A., Deutsche Bank A.G., New York Branch, LTCB
Trust Company, Swiss Bank Corporation, and The
Toronto-Dominion Bank, as co-agents and Scotiabank, as
administrative agent for the lenders; and

WHEREAS, pursuant to a Credit Agreement, dated as of
April 28, 1994 (together with all amendments and other
modifications, if any, from time to time thereafter
made thereto, the "Credit Agreement"), among the
Company, the various financial institutions
(individually a "Lender" and collectively the
"Lenders") as are, or may from time to time become,
parties thereto, Scotiabank and ABN AMRO Bank, N.V.,
Bank of America National Trust and Savings Association,
The Chase Manhattan Bank, N.A., Chemical Bank, Citicorp
USA, Inc., Continental Bank N.A., Deutsche Bank AG, New
York Branch, First Union National Bank of North
Carolina, General Electric Capital Corporation, The
Industrial Bank of Japan, Limited, New York Branch, The
Long-Term Credit Bank of Japan, Limited, New York
Branch, NationsBank of Tennessee, N.A., Swiss Bank
Corporation, San Francisco Branch, Third National Bank
in Nashville, and The Toronto-Dominion Bank, as
co-agents, and Scotiabank, as administrative agent, the
Lenders have agreed to refinance all amounts
outstanding or otherwise due under the 1992 Credit
Agreement and have extended commitments to make Credit
Extensions to the Company; and

WHEREAS, the Company has and may hereafter from time to
time enter into arrangements designed to protect the
Company against fluctuations in interest rates (such
arrangements (if any) which are entered into with one
or more Lenders or which have been entered into with
one or more lenders under the 1992 Credit Agreement
(collectively, the "Interest Rate Exchangers", and
together with the Lenders, collectively, the
"Guarantied Parties") being collectively referred to
herein as the "Interest Rate Aqreements"); and

WHEREAS, as a condition precedent to the making of the
initial Credit Extensions under the Credit Agreement,
each Guarantor is required to execute and deliver this
Guaranty; and

WHEREAS, each Guarantor has duly authorized the
execution, delivery and performance of this Guaranty;
and

WHEREAS, each Guarantor will derive substantial direct
and indirect benefits from the Credit Extensions made
from time to time to the Company pursuant to the Credit
Agreement and the entering into of Interest Rate
Agreements with Interest Rate Exchangers, which
benefits are hereby acknowledged, and each Guarantor,
accordingly, desires to enter into this Guaranty in
order to satisfy the condition precedent described in
the foregoing recital;

NOW, THEREFORE, in consideration of the foregoing
premises and for other good and valuable consideration,
the receipt of which is hereby acknowledged, each
Guarantor hereby agrees as follows:

A G R E E M E N T :

Guarantors hereby, jointly and severally,
unconditionally and irrevocably guarantee as primary
obligors and not merely as sureties the prompt payment
in full when due, whether at stated maturity, by
acceleration, demand or otherwise (including, without
limitation, obligations that would become due but for
the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C.  362(a))  (a)
to the Lenders, of Obligations of the Company and (b)
to each Interest Rate Exchanger, if any, of all
obligations of the Company owing to such Interest Rate
Exchanger under any Interest Rate Agreement whether, in
the case of clauses (a) and (b), now existing or
hereafter arising, whether, in each case, for
principal, premium, interest (including, without
limitation, interest that, but for the filing of a
petition in bankruptcy with respect to the Company
would accrue on such obligations, whether or not a
claim is allowed against the Company for interest in
any such proceeding), payments for early termination,
fees, expenses or otherwise (all such liabilities and
obligations described in the foregoing clauses (a) and
(b) being the "Guarantied Obligations" provided,
however, that the guarantee made under this Guaranty
shall be effective as to (i) any obligations
refinancing all or any portion of the Obligations under
the Credit Agreement only if the holders of such
obligations or their representative shall have executed
an acknowledgment to this Guaranty substantially in the
form of Exhibit C hereto acknowledged by each
Guarantor,  (ii) any Interest Rate Obligations only if
the Interest Rate Exchanger to whom such Interest Rate
Obligations are owed shall have executed and delivered
an acknowledgment to this Guaranty substantially in the
form of Exhibit C hereto acknowledged by each Guarantor
and (iii) EPIC and its Subsidiaries only from and after
the 90th day following the Closing Date.

Anything contained in this Guaranty to the contrary
notwithstanding if the transactions contemplated hereby
would be usurious under applicable law, then, in that
event, it is agreed that the aggregate of all that is
taken, reserved, contracted for, charged or received
under this Guaranty shall under no circumstances exceed
the maximum amount of interest allowed by applicable
law.  If under any circumstances the Guarantied Parties
should ever receive as interest an amount that would
exceed the highest lawful rate, then such amount that
would be excessive interest shall be applied to the
reduction of the principal amount owing under the
Credit Agreement and not to the payment of interest.

In addition, the liability of each Guarantor under this
Guaranty shall not exceed the greater of (a) the net
value of the benefits realized by such Guarantor
(including the value of the benefits realized by the
subsidiaries of such Guarantor) as of the Ending Date
(as defined in Exhibit B hereto) from Credit Extensions
and (b) the Maximum Guaranty Amount (as defined in
Exhibit B hereto) for such Guarantor determined as of
the Ending Date (such limitation being the "Net Worth
Cap").

Each Guarantor agrees that the Guarantied Obligations
may be extended or renewed, in whole or in part,
without notice or further assent from it, that such
Guarantor will remain bound upon this Guaranty
notwithstanding any extension, renewal or other
alteration of any Guarantied Obligation and that the
guaranty herein made shall apply to the Guarantied
Obligations as so amended, renewed or altered.

Each Guarantor waives notice of acceptance of this
Guaranty and notice of any liability to which it may
apply, and waives presentation of, demand of, and
protest of any of the Guarantied Obligations and also
waives notice of protest for nonpayment.

The obligations of each Guarantor under this Guaranty
are absolute and unconditional and shall not be
impaired by:

(a)  the failure of any Guarantied Party to assert any
claim or demand or to enforce any right or remedy
against the Company under the provisions of the Credit
Agreement, any other Loan Document or any other
agreement or otherwise;

(b)  any extension, renewal or other alteration of any
provision thereof;

(c)  any rescission, waiver, amendment or modification
of any of the terms or provisions of the Credit
Agreement, any other Loan Document or any instrument or
agreement executed pursuant thereto;

(d)  the Guarantied Obligations, or any agreement
relating thereto at any time being found to be illegal,
invalid or unenforceable in any respect;

(e)  the failure of any Guarantied Party to exercise
any right or remedy against any other guarantor of any
of the Guarantied Obligations;

(f)  the sale, exchange, release, surrender,
realization upon, failure to perfect with respect to or
otherwise deal with in any manner and in any order any
property by whomsoever at any time pledged or mortgaged
to secure, or howsoever securing, the Guarantied
Obligations or any liabilities (including any of those
hereunder) incurred directly or indirectly in respect
thereof or hereof or any offset there-against;

(g)  the settlement or compromise of any of the
Guarantied Obligations, any security therefor or any
liability (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, or
any subordination of the payment of all or any part
thereof to the payment of any liability (whether due or
not) of the Company to creditors of the Company other
than Guarantied Parties and Guarantors;

(h)  application of any sums by whomsoever paid or
h~wsoever realized to any liability or liabilities of
the Company to the Guarantied Parties regardless of
what liability or liabilities of the Company remain
unpaid; or

(i)  the act or failure to act in any manner referred
to in this Guaranty which may deprive any Guarantor of
its right to subrogation against the Company to recover
full indemnity for any payments made pursuant to this
Guaranty.

Each Guarantor further agrees that this Guaranty
constitutes a guaranty of payment when due and not of
collection and waives any right to require that any
resort be had by any Guarantied Party to any of the
security held for payment of any of the Guarantied
Obligations or to any balance of any deposit account or
credit on the books of any Guarantied Party in favor of
the Company or any other Person.

Except as expressly limited by the second paragraph of
this Guaranty and the Net Worth Cap, the obligations of
each Guarantor under this Guaranty shall not be subject
to any reduction, limitation, impairment, or
termination for any reason, including, without
limitation, any claim of waiver, release, surrender,
alteration or compromise of any of the Guarantied
Obligations, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or
unenforceability of any of the Guarantied Obligations
or any discharge of the Company from any of the
Guarantied Obligations in a bankruptcy or similar
proceeding or otherwise.  Without limiting the
generality of the foregoing, the obligations of each
Guarantor under this Guaranty shall not be discharged
or impaired or otherwise affected by the failure of any
Guarantied Party to assert any claim or demand or to
enforce any remedy under the Credit Agreement, any
other Loan Document, or any other agreement, by any
waiver or modification of any thereof, by any default,
waiver or delay, or by any other act or thing or
omission or delay to do any other act or thing that may
or might in any manner or to any extent vary the risk
of any Guarantor or that would otherwise operate as a
discharge of any Guarantor as a matter of law or
equity.

Each Guarantor assumes all responsibility for being and
keeping itself informed of the condition (financial or
otherwise) and assets of the Company and its
Subsidiaries, and of all other circumstances bearing
upon the risk of nonpayment of the indebtedness and the
nature, scope and extent of the risks which such
Guarantor assumes and incurs hereunder, and agrees that
no Guarantied Party shall have any duty to advise
Guarantor of information known to any of them regarding
such circumstances or rlsks. 

Each Guarantor further agrees that this Guaranty shall
continue to be effective or be reinstated, as the case
may be, if at any time any payment, or any part
thereof, of principal of, interest on or any other
amount with respect to any Guarantied Obligations is
rescinded or must otherwise be restored by any
Guarantied Party upon the bankruptcy or reorganization
of the Company, any other Person or otherwise.

Each Guarantor further agrees, in furtherance of the
foregoing and not in limitation of any other right that
any Guarantied Party may have at law or in equity
against such Guarantor by virtue hereof, upon the
failure of the Company to pay any of the Guarantied
Obligations when and as the same shall become due,
whether by required prepayment, declaration or
otherwise (including amounts that would become due but
for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C.  362(a)), such
Guarantor will, subject to the second paragraph of this
Guaranty and to the Net Worth Cap, forthwith pay, or
cause to be paid, in cash, to Collateral Agent for the
ratable benefit of Guarantied Parties, an amount equal
to the sum of the unpaid principal amount of such
Guarantied Obligations then due as aforesaid, accrued
and unpaid interest on sucn Guarantied Obligations
(including, without limitation, interest that, but for
the filing of a petition in bankruptcy with respect to
the Company, would have accrued on such Guarantied
Obligations, whether or not a claim is allowed against
the Company for such interest in any such bankruptcy
proceeding) and all other Guarantied Obligations then
owed to Guarantied Parties as aforesaid.  All such
payments shall be applied promptly, from time to time,
by Collateral Agent:

first, to the payment of the costs and expenses of any
collection or other realization under this Guaranty,
including reasonable compensation to Collateral Agent
as it may be entitled thereto under the tenms of the
Loan Documents and its agents and counsel, and all
reasonable expenses, liabilities and advances made or
incurred by Collateral Agent in connection therewith;

second, after payment in full of the amounts specified
in the preceding subparagraph, to the ratable payment
of all other Guarantied Obligations; and

third, after payment in full of all Guarantied
Obligations, to such Guarantor, or its successors or
assigns, or to whomsoever may be lawfully entitled to
receive the same or as a court of competent
jurisdiction may direct, of any surplus then remaining
from such payments.

Each Guarantor further agrees that any rights of
subrogation such Guarantor may have against the Company
or against any collateral or security, and any rights
of contribution such Guarantor may have against the
Company or against any collateral or security, and any
rights of contribution such Guarantor may ha~e against
any other guarantor, shall be junior and subordinate to
any rights any Guarantied Party may have against the
Company, to all right, title and interest any
Guarantied Party may have in any such collateral or
security, and to any right any Guarantied Party may
have against such other guarantor.  Collateral Agent,
on behalf of Guarantied Parties, may use, sell or
dispose of any item of collateral or security as it
sees fit without regard to any surrogation rights
arising out of this Guaranty such Guarantor may have,
and upon any such disposition or sale any rights of
subrogation such Guarantor may have shall terminate. If
any amount shall be paid to such Guarantor on account
of such subrogation rights at any time when all
Guarantied Obligations shall not have been paid in
full, such amount shall be held in trust for Collateral
Agent on behalf of Guarantied Parties and shall
forthwith be paid over to Collateral Agent for the
benefit of Guarantied Parties to be credited and
applied against the Guarantied Obligations, whether
matured or unmatured, in accordance with the terms of
the Credit Agreement or any applicable Loan Document.

No delay or omission by any Guarantied Party in the
exercise of any right under this Guaranty shall impair
any such right, nor shall it be construed to be a
waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or
further exercise of any other right.

Anything contained in this Guaranty to the contrary
notwithstanding, no Guarantied Party shall be entitled
to take any action whatsoever to enforce any term or
provision of this Guaranty except through the
Collateral Agent in accordance with the terms of the
Credit Aqreement.

No amendment, modification or waiver to this Guaranty
shall be binding (i) on the Collateral Agent without
the written consent of the Collateral Agent or (ii) on
any Guarantor without the written consent of such
Guarantor.  No waiver of any single breach or default
under this Guaranty shall be deemed a waiver of any
other breach or default.

This Guaranty is a continuing guaranty and shall be
binding upon each Guarantor and its successors and
assigns and shall inure to the benefit of the
successors and assigns of Guarantied Parties and, in
the event of any transfer or assignment of rights by
any Guarantied Party, the rights and privileges herein
conferred upon that Guarantied Party shall
automatically extend to and be vested in such
transferee or assignee, all subject to the terms and
conditions hereof; provided, that if (a) a Permitted
Disposition occurs and the assets subject to such
Permitted Disposition are Securities owned by the
Company in a Guarantor and, after giving effect to such
Permitted Disposition, such Guarantor ceases to be a
Subsidiary of the Company, (b) the corporate existence
of a Guarantor is terminated in accordance with the
Credit Agreement or (c) a Guarantor becomes a JV
Subsidiary, then in the case of clauses (a),  (b) and
(c), the obligations of any such Guarantor under this
Guaranty shall be deemed terminated upon the occurrence
of such Permitted Disposition or termination or upon
the occasion of such Guarantor becoming a JV
Subsidiary, as the case may be.  Upon the termination
of the obligation of any Guarantor under this Guaranty,
in accordance with the provisions of the preceding
sentence, the Collateral Agent will, upon the reguest
of the Company, execute and deliver to the Company such
instruments as may be reasonably requested by the
Company to evidence such termination.

In addition to any rights now or hereafter granted
under applicable law (including, without limitation,
Section 151 of the New York Debtor and Creditor Law)
and not by way of limitation of any such rights, upon
the occurrence of an Event of Default, each Guarantied
Party is hereby authorized at any time or from time to
time, without notice to any Guarantor or to any other
Person, any such notice being expressly waived, to set
off and to appropriate and apply any and all deposits
(general or special) and any other indebtness at any
time held or owing by such Guarantied Party to or for
the credit or the account of a Guarantor, against and
on account of the obligations and liabilities of such
Guarantor to such Guarantied Party under this Guaranty,
irrespective of whether or not such Guarantied Party
shall have made any demand hereunder and although said
obligations, liabilities, deposits or claims, or any of
them, shall be contingent or unmatured.

This Guaranty is the independent and several obligation
of each Guarantor and may be enforced against each
Guarantor separately, whether or not enforcement of any
right or remedy hereunder has been sought against any
other Guarantor.

THIS GUARANTY, AND ANY INSTRUNENT OR AGREEMENT REQUIRED
HEREUNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR
WITH RESPECT TO THIS GUARANTY MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE OF NEW YORK AND, BY EXECUTION AND DELIVERY OF
THIS GUARANTY, EACH GUARANTOR ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WRITE THIS
GUARANTY.  EACH GUARANTOR HEREBY DESIGNATES AND
APPOINTS DEWEY BALLANTINE, 1301 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK  10019, ATTENTION:  MORTON A.
PIERCE, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE
SELECTED BY SUCH GUARANTOR IRREVOCABLY AGREEING IN
WRITING TO SO SERVE, AS ITS AGENT TO RECEIVE ON ITS
BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS
IN SUCH COURT, SUCH SERVICE BEING EEREBY ACKNOWLEDGED
BY EACH SUCH GUARANTOR TO BE EPFECTIVE AND BINDING
SERVICE IN EVERY RESPECT.  A COPY OF ANY SUCH PROCESS
SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO
GUARANTORS AT THE ADDRESS PROVIDED IN THE APPLICABLE
SIGNATURE PAGE HERETO EXCEPT THAT UNLESS OTHERWISE
PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH
COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF
PROCESS. IF ANY AGENT APPOINTED BY A GUARANTOR REFUSES
TO ACCEPT SERVICE, SUCH GUARANTOR EEREBY AGREES THAT
SERVICE UPON IT BY REGISTERED MAIL SHALL CONSTITUTE
SUFFICIENT NOTICE.  NOTHING HEREIN SHALL AFFECT THE
RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR SHALL LIMIT THE RIGHT OF ANY GUARANTIED PARTY
OTHERWISE SO ENTITLED TO BRING PROCEEDINGS AGAINST ANY
GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION.

EACH OF THE PARTIES TO THIS GUARANTY HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS GUARANTY, THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  The scope
of this waiver is intended to be all encompassing of
any and all disputes that may be filed in any court and
that relate to the subject matter of this transaction,
including, without limitation, contract claims, tort
claims, breach of duty claims and all other common law
and statutory claims.  Each Guarantor and, by its
acceptance of the benefits hereof, the Collateral Agent
each (i) acknowledges that this waiver is a material
inducement for Guarantor and the Collateral Agent to
enter into a business relationship, that Guarantor and
Collateral Agent have already relied on this waiver in
entering into this Guaranty or accepting the benefits
thereof, as the case may be, and that each will
continue to rely on this waiver in their related future
dealings and (ii) further warrants and represents that
each has reviewed this waiver with its legal counsel
and that each knowingly and voluntarily waives its jury
trial rights following consultation with legal counsel. 
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS OF THIS GUARANTY.  In the
event of litigation, this Guaranty may be f iled as a
written consent to a trial by the court.

IN WITNESS WHEREOF, the parties hereto have caused this
Guaranty to be executed as of the date first above
written by their respective officers thereunto duly
authorized.


COMMUNITY HOSPITAL OF ANDALUSIA, INC.

CRESTWOOD HOSPITAL & NURSING HOME, INC.

DOCTORS HOSPITAL OF MOBILE, INC.

SELMA MEDICAL CENTER HOSPITAL, INC.

TRI-CITY MED, INC.

HTI TUCSON REHABILITATION, INC.

HOSPITAL CORPORATION OF ARIZONA

HOSPITAL CORPORATION OF NORTHWEST, INC.

DEQUEEN HEALTH SERVICES. INC.

CH SYSTEMS

C.H.L.H, INC.

CHINO COMMUNITY HOSPITAL CORPORATION, INC.

COMMUNITY HOSPITAL OF GARDENA CORPORATION, INC.

ENCINO HOSPITAL CORPORATION, INC.

SEBASTOPOL HOSPITAL CORPORATION

UKIAH HOSPITAL CORPORATION

GENERAL HEALTH SERVICES, INC.

HOSPITAL DEVELOPMENT PROPERTIES, INC.

ODYSSEY ACQUISITION CORP.

EASTE POINT HOSPITAL, INC.

EAST POINTE PHO, INC.

EDWARD WHITE HOSPITAL, INC.

HOSPITAL CORPORATION OF LAKE WORTH

HOSPITAL DEVELOPMENT & SERVICE CORP

MEDICAL CARE OF BROWARD, INC.

MEDICAL CENTER OF SANTA ROSA, INC.

NORTH BEACH HOSPITAL, INC.

NORTH OKALOOSA MEDICAL CENTER, INC.

PALMS WEST HOSPITAL, INC.

PHYSICIAN SERVICES OF PALM BEACH COUNTY, INC.

SANTA ROSA EMERGENCY MEDICAL SERVICES, INC.

SOUTH SEMINOLE HOSPITAL, INC.

ST. AUGUSTINE HOSPITAL, INC.

SUN CITY HOSPITAL, INC.

VISIONS HEALTHCARE, INC.

COLUMBUS CARDIOLOGY  INC.

COLUMBUS DOCTORS HOSPITAL, INC.

GAINESVILLE CARDIOLOGY, INC.

HOSPITAL CORPORATION OF LANIER, INC.

EASTERN IDAHO HEALTH SERVICES, INC.

MED CENTRAL, INC.

WEST VALLEY MEDICAL CENTER, INC.

HTI HEALTH SERVICES OF INDIANA, INC.

TERRE HAUTE REGIONAL HOSPITAL, INC.

COMMUNITY HOSPITAL, INC.

LOGAN MEMORIAL HOSPITAL, INC.

HOSPITAL CORPORATION OF KENTUCKY

SPRINGVIEW HOSPITAL, INC.

DAUTERIVE HOSPITAL CORPORATION

HAMILTON MEDICAL CENTER, INC.

MEDICAL CENTER OF BATON ROUGE, INC.

WOMEN'S AND CHILDREN'S HOSPITAL, INC.

HTI HEALTH SERVICES, INC.

HTI HEALTH SERVICES OF NORTH CAROLINA, INC.

HERITAGE HOSPITAL, INC.

HOSPITAL CORPORATION OF NORTH CAROLINA

EDMOND PHYSICIAN HOSPITAL ORGANIZATION, INC.

HOSPITAL CORPORATION OF SEILING, INC.

HOSPITAL CORPORATION OF DOUGLAS, INC.
MCMINNVILLE HOSPITAL, INC.

ROSEBURG AMBULANCE, INC.

CHESTERFIELD GENERAL HOSPITAL, INC.

HTI SOUTH CAROLINA, INC.

WALTERBORO COMMUNITY HOSPITAL, INC.

BENTON COMMUNITY HOSPITAL, INC.

CROCKETT GENERAL HOSPITAL, INC.

EASTERN TENNESSEE MEDICAL SERVICES, INC.

HTI EDGEFIELD, INC.

HTI MEDICAL SERVICES CORPORATION

HTI MEMORIAL HOSPITAL CORPORATION

HTI TRI-CITIES REHABILITATION, INC.

HEALTHTRUST, INC. - THE HOSPITAL COMPANY

HENDERSONVILLE HOSPITAL CORPORATION

HOSPITAL CORPORATION OF SMITH AND
    OVERTON COUNTY

HUMBOLDT CEDAR CREST HOSPITAL, INC.

IPN SERVICES, INC.

JOHNSON CITY EYE & EAR HOSPITAL,INC.

JOHNSON CITY MEDICAL SERVICES, INC.

MEDICAL RESOURCE GROUP, INC.

MIDDLE TENNESSEE MEDICAL SERVICES
    CORPORATION

NORTH SIDE HOSPITAL, INC.

RIVER PARK HOSPITAL, INC.

SP ACQUISITION CORP.

STONES RIVER HOSPITAL, INC.

SYCAMORE SHOALS HOSPITAL, INC.

TRINITY HOSPITAL CORPORATION

AUSTIN MEDICAL CENTER, INC.

BEDFORD - NORTHEAST COMMUNITY HOSPITAL, INC.

BROWNSVILLE - VALLEY REGIONAL MEDICAL CENTER, INC.

BROWNWOOD REGIONAL HOSPITAL, INC.

CONROE HOSPITAL CORPORATION

CORONADO COMMUNITY HOSPITAL, INC.

DETAR HOSPITAL, INC.

DFW PHYSICIAN SERVICES CORPORATION

DOCTORS HOSPITAL (CONROE), INC.

HTI GULF COAST, INC.

LONGVIEW REGIONAL HOSPITAL, INC. 

MANSFIELD HOSPITAL, INC. 

MIDWAY PARK HEALTH NETWORK, INC.

MIDWAY PARK MEDICAL CENTER CORPORATION

NORTHEAST PHO, INC. 

PASADENA BAYSHORE HOSPITAL, INC.

SUNBELT REGIONAL MEDICAL CENTER, INC.

WHARTON HOSPITAL CORPORATION 

WOODLAND HEIGHTS GENERAL HOSPITAL,INC.
             
BRIGHAM CITY COMMUNITY HOSPITAL, INC.

CASTLEVIEW HOSPITAL, INC.

HTI OF UTAH, INC.

HTI - MANAGED CARE OF UTAH, INC.

HTI PHYSICIAN SERVICES OF UTAH, INC.

HOSPITAL CORPORATION OF UTAH

MEDICAL SERVICES OF SALT LAKE CITY, INC.

MOUNTAIN VIEW HOSPITAL, INC.

OGDEN MEDICAL CENTER, INC.

PIONEER VALLEY HOSPITAL, INC.

WEST JORDAN HOSPITAL CORPORATION

MONTGOMERY REGIONAL HOSPITAL, INC.

NEW RIVER HEALTHCARE PLAN, INC.

NORTHERN VIRGINIA HOSPITAL CORPORATION

PULASKI COMMUNITY HOSPITAL, INC.

OLYMPIA HOSPITAL CORPORATION

RAINIER REGIONAL REHABILITATION HOSPITAL, INC.

WYOMING HEALTH SERVICES, INC.



By: S/Glenn D. Davis      
Name:
Title:

Address:  c/o Healthtrust, Inc. - The Hospital Company
              4525 Harding Road
              Nashville, Tennesee  37205

Telecopier No.: (615) 298-6377

Attention:  President


THE BANK OF NOVA SCOTIA, 
as Collateral Agent


By: s/Mary K. Munoz       
  Authorized Signatory

Address:  600 Peachtree Street, N.E.
          Suite 2700
          Atlanta, Georgia  30308

Telecopier No.:  (404) 888-8998

Attention:  Ms. Mary Munoz

EXHIBIT A

TO

THE SUBSIDIARY GUARANTY


FORM OF ACKNOWLEDGEMENT (SUBSIDIARY) TO SUBSIDIARY
GUARANTY


[TO BE EXECUTED AND DELIVERED BY EPIC AND ITS
SUBSIDIARIES AND EACH OTHER PERSON THAT BECOMES A
SUBSIDIARY OF THE COMPANY (OTHER THAN A JV SUBSIDIARY)
AFTER THE CLOSING DATE]

Reference is hereby made to the Subsidiary Guaranty
Agreement, dated as of April 28, 1994 (the "Guaranty";
capitalized terms defined therein being used herein as
therein defined) in which this Acknowledgement is
incorporated.

The undersigned acknowledges the terms of the Guaranty
and agrees to be bound thereby.

[NAME]


By                        
          
Title                     




Notice Address:


A-1

EXHIBIT B

TO

THE SUBSIDIARY GUARANTY


Set forth below are the definitions used in the
Guaranty to determine the maximum liability of a
Guarantor thereunder with respect to the Guarantied
Obligations.  These definitions and their use in the
Guaranty should be construed in a manner that gives
effect to the following intent: the parties intend that
each Guarantor shall be liable in an amount equal to
the benefit it has received or, if greater, in an
amount equal to 95% of the value of its assets after
subtracting its liabilities (as determined using the
definitions below), in either case with the goal of
maximizing the amount payable by such Guarantor without
rendering it insolvent, leaving it with an unreasonably
small amount of capital with which to conduct its
business or leaving it unable to pay its debts as they
mature.  Each of the defined terms set forth below is
intended to apply to each of the Guarantors separately.

"Endinq Date" means the earlier of the date of the
commencement of a case under Title 11 of the United
States Code involving the Company or such Guarantor or
the date enforcement of this Guaranty is sought.

"Fair Saleable Value" of any assets means the amount
which may be realized, as of a Calculation Date, within
a reasonable time, either through collection of such
assets or sale of such assets at the regular market
value, understanding "regular market value" to mean the
amount which could be obtained for the assets in
question within such period by a capable and diligent
businessman from an interested buyer who is willing to
purchase under ordinary selling conditions.

"Adjusted Indebtedness" means the present value, as of
a Calculation Date, of known probable liabilities,
whether matured or unmatured, liquidated or
unliquidated, absolute, fixed or contingent, but
excluding (i) any liabilities of such Guarantor under
this Guaranty and (ii) all intercompany indebtedness,
up to an amount not exceeding the amount of the
Guarantied Obligations, owed by such Guarantor to the
Company, it being understood that a portion of such
indebtedness shall be discharged in full in an amount
equal to the amount paid by such Guarantor hereunder.
Contingent or unliquidated liabilities shall be valued
as of a Calculation Date at the amount which, in light
of all the facts and circumstances existing at such
time, represents the amount which could reasonably be
expected to become an actual matured liability.

"Adjusted Net Worth" means, as of a Calculation Date,
the excess of (i) the Fair Saleable Value of the assets
of such Guarantor on such Calculation Date, over (ii)
the amount of Adjusted Indebtedness of such Guarantor
on such Calculation Date.


"Calculation Date" means the date of the initial Credit
Extension and each date thereafter on or prior to the
Ending Date.

"Calculation Date Amount" shall be calculated as of
each Calculation Date, and means the lesser of (i) the
aggregate amount of outstanding Credit Extensions on
such Calculation Date, and (ii) 95% of Adjusted Net
Worth as of such Calculation Date.

"Maximum Guaranty Amount" means the greatest
Calculation Date Amount; provided that if the aggregate
amount of Credit Extensions decreases after the
Calculation Date in respect of such Calculation Date
Amount, the Maximum Guaranty Amount shall be the lesser
of (i) such Calculation Date Amount and (ii) the lowest
aggregate amount of Credit Extensions on any date after
such Calculation Date; provided further that if there
are one or more Calculation Dates after such
Calculation Date with respect to which there is a
higher Calculation Date Amcunt than the Ma~imum
Guaranty Amount calculated in accordance with the
preceding proviso, the Maximum Guaranty Amount shall be
determined on the basis that the greatest of the
Calculation Date Amounts in respect of such subsequent
Calculation Dates is the "Greatest Calculation Date
Amount" first referred to above and the procedures
contained in the preceding proviso and this proviso
shall be repeated if the provisions of the preceding
proviso would then be applicable.

    B-2

EXHIBIT C

TO

THE SUBSIDIARY GUARANTY


ACKNOWLEDGMENT (GUARANTEED PARTY) TO SUBSIDIARY
GUARANTY


The undersigned, as representative of the holders of
obligations refinancing or extending all or any portion
of the Obligations under the Credit Agreement, hereby
acknowledges the terms of this Guaranty and agrees to
be bound hereby.  The Credit Agreement to which the
undersigned is a party [Insert description of new
Credit Agreement].]  [The undersigned has entered into
an Interest Rate Agreement with the Company pursuant to
which obligations thereunder are to be guaranteed under
this Guaranty. The undersigned acknowledges the terms
of this Guaranty and agrees to be bound hereby.]

[Collateral Agent:

[Insert name of successor Collateral Aqent]

[INTEREST RATE EXCHANGER]


By:

Title:

Date:

Address:


Acknowledged and agreed:

GUARANTORS:


By: 
Title:

Date:




C - 1