[EXECUTION COPY]


BORROWER STOCK PLEDGE AGREEMENT
     
     
THIS BORROWER STOCK PLEDGE AGREEMENT (this
"Agreement"), dated as of April 28, 1994, made by
HEALTHTRUST, INC. - THE HOSPITAL COMPANY, a Delaware
corporation (the "Pledgor"), in favor of THE BANK OF
NOVA SCOTIA ("Scotiabank") in its individual capacity
and as collateral agent for and representative of the
Lender Parties (as defined below)  (in such capacity,
together with any successor, or other representative
for the Lender 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, the Pledgor 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 AG, 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
Pledgor, 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 Pledgor; and

WHEREAS, the Pledgor has and may hereafter from time to
time enter into arrangements designed to protect the
Pledgor 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 "Lender Interest Rate Exchangers")
being collectively referred to herein as the "Lender
Interest Rate Agreements") and it is desired that the
obligations of the Pledgor under such agreements,
including the obligation to make payments in the event
of early termination thereunder (all such obligations
owed to the Lender Interest Rate Exchangers being the
"Lender Interest Rate Obligations"; and

WHEREAS, the Lenders have agreed to permit the
Indebtedness evidenced by the Lender Interest Rate
Agreements to be secured pari passu with the
Obligations; and

WHEREAS, the Pledgor desires to enter into this
Agreement to grant to the Collateral Agent for the
benefit of the Lenders a first priority security
interest in the Pledged Collateral and to grant to the
Lender Interest Rate Exchangers a first priority
security interest in the Pledged Collateral pari passu
with the Lenders (the Lender Interest Rate Exchangers
and the Credit Agreement Parties are collectively
referred to herein as the "Secured Parties"); and

WHEREAS, the Pledgor has duly authorized the execution,
delivery and performance of this Agreement;

NOW THEREFORE, in consideration of the foregoing
premises the parties hereto agree as follows:


                         A G R E E M E N T:


SECTION 1. Pledges; Agreements to Share.

The Pledgor hereby pledges and grants to the Collateral
Agent for the benefit of the Secured Parties a first
priority security interest in the following (the
"Pledged Collateral") to secure the Secured Obligations
(as defined in Section 2);

(a)  the Pledged Shares and the certificates
representing the Pledged Shares and any interest of the
Pledgor in the entries on the books of any financial
intermediary pertaining to the Pledged Shares, and,
subject to Section 6, all dividends, cash, options,
warrants, rights, instruments and other property or
proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for
any or all of the Pledged Shares;

(b)  from and after the 90th day following the Closing
Date, all of the issued and outstanding shares of EPIC
and the certificates representing such Pledged Shares
and any interest of the Pledgor in the entries on the
books of any financial intermediary pertaining to such
Pledged Shares, and, subject to Section 6, all
dividends, cash, options, warrants, rights, instruments
and other property or proceeds from time to time
received, receivable or otherwise distributed in
respect of or in exchange for any or all of such
Pledged Shares;

(c)  all additional shares of stock of any issuer of
the Pledged Shares from time to time acquired by the
Pledgor in any manner (which shares shall be deemed to
be part of the Pledged Shares), and the certificates
representing such additional shares and any interest of
the Pledgor in the entries on the books of any
financial intermediary pertaining to such additional
shares, and, subject to Section 6, all dividends, cash,
options, warrants, rights, instruments and other
property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in
exchange for any or all of such shares;

(d)  all shares of any Person directly owned or held by
the Pledgor which, after the date of this Agreement, is
or becomes, as a result of any occurrence, a Subsidiary
of the Pledgor (which shares shall be deemed to be part
of the Pledged Shares) and the certificates
representing such shares and any interest of the
Pledgor in the entries on the books of any financial
intermediary pertaining to such shares, and subject to
Section 6, all dividends, cash, options, warrants,
rights, instruments and other property or proceeds from
time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all
of such shares; and

(e)  all proceeds of the foregoing items described in
clauses (a). (b).  (c), and (d).

The Lenders hereby agree that the pledge and grant of a
security interest in the Pledged Collateral to the
Collateral Agent for the benefit of the Secured Parties
shall rank pari passu with the security interest of the
Lenders pledged and granted hereby.

SECTION 2.  Secured Obligations.

This Agreement secures, and the Pledged Collateral is
collateral security for, the prompt payment or
performance in full when due, whether at stated
maturity, by acceleration or otherwise (including the
payment of amounts which 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)), of all
Obligations now or hereafter existing under or in
respect of the Credit Agreement (the "Credit Agreement
Obligations"), all Obligations of the Pledgor now or
hereafter existing under all other Loan Documents and
all obligations of the Pledgor now or hereafter
existing under the Lender Interest Rate Agreements, in
each case whether for principal, premium or interest
(including, without limitation, interest which, but for
the filing of a petition in bankruptcy with respect to
the Pledgor would accrue on such obligations) payments
for early termination, fees, expenses or otherwise and
all obligations of the Pledgor now or hereafter
existing under this Agreement (all such obligations
being the "Secured Obligations"); provided, however,
that the pledge made and the security interest granted
in Section 1 and any other provisions of this Agreement
shall be effective as to any obligations in respect of
any obligations refinancing or extending all or any
portion of the Credit Agreement Obligations, or Lender
Interest Rate Agreements, only if the holders of such
obligations or their representatives, or the Lender
Interest Rate Exchangers, as the case may be, shall
have executed and delivered to the Collateral Agent an
acknowledgement to this Agreement acknowledged by the
Pledgor.

SECTION 3.  Delivery of Pledqed Collateral.

All certificates or instruments representing or
evidencing the Pledged Collateral shall be delivered to
and held by or on behalf of the Collateral Agent
pursuant hereto and shall be in suitable form for
transfer by delivery, or shall be accompanied by, as
applicable, the Pledgor's endorsement where necessary,
or appropriate stock powers or other instruments of
transfer or assignment in blank, all in form and
substance satisfactory to the Collateral Agent.  The
Collateral Agent shall have the right, at any time upon
or after the occurrence of an Event of Default and
without notice to the Pledgor, to transfer to or
register in the name of the Collateral Agent or any of
its nominees any or all of the Pledged Collateral.  In
addition, the Collateral Agent shall have the right at
any time to exchange certificates or instruments
representing or evidencing Pledged Collateral for
certificates or instruments of smaller or larger
denominations.

SECTION 4.  Representations and Warranties.

The Pledgor represents and warrants as follows:

(a)  The Pledgor is, and at the time of delivery of the
Pledged Collateral to the Collateral Agent pursuant to
Section 3 of this Agreement will be, the legal and
beneficial owner of the Pledged Collateral free and
clear of any Lien except for the liens and security
interests created or continued by this Agreement.

(b)  The Pledgor has full power, authority and legal
right to pledge all the Pledged Collateral pursuant to
this Agreement.

(c)  No consent of any other party (including, without
limitation, stockholders or creditors of the Pledgor)
and no consent, authorization, approval, or other
action by, and no notice to or filing with, any
governmental authority or regulatory body is required
either (x) for the pledge by the Pledgor of the Pledged
Collateral pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by
the Pledgor or (y) for the exercise by the Collateral
Agent of the voting or other rights provided for in
this Agreement or the remedies in respect of the
Pledged Collateral pursuant to this Agreement other
than as set forth in the Credit Agreement.

(d)  All of the Pledged Shares have been duly
authorized and validly issued and are fully paid and
nonassessable.

(e)  The pledge of the Pledged Shares pursuant to this
Agreement creates a valid and perfected first priority
se~urity interest in the Pledged Shares securing the
payment of the Secured Obligations.

(f)  As of the date hereof, the Pledged Shares
consisting of capital stock of the Persons identified
in Schedule I hereto constitute the percentage of the
issued and outstanding shares of stock of such Persons
as identified in Schedule I hereto.

(g)  Except as otherwise permitted by the Credit
Agreement, the Pledgor at all times will be the sole
beneficial owner of the Pledged Collateral.
(h)  All information set forth herein relating to the
Pledged Collateral is accurate and complete in all
material respects.

(i)  The pledge of the Pledged Collateral pursuant to
this Agreement does not violate Regulations G, U or X
of the Federal Reserve Board.

(j)  The Pledgor does not directly own any other shares
of capital stock of any Subsidiary of the Pledgor other
than the shares of capital stock described in Schedule
I hereto.

SECTION 5.  Supplements; Further Assurances.

The Pledgor agrees that at any time and from time to
time, at the expense of the Pledgor, the Pledgor will
promptly execute and deliver all instruments and
documents, and take all further action, that may be
necessary or that the Collateral Agent may reasonably
request, in order to perfect and protect any security
interest granted or purported to be granted hereby or
to enable the Collateral Agent to exercise and enforce
its rights and remedies hereunder with respect to any
Pledqed Collateral.

The Pledgor further agrees that it will, upon obtaining
any shares of any Person required to be pledged
pursuant to clauses (c) or (d) of Section 1, promptly
(and in any event within five (5) Business Days)
deliver to the Collateral Agent a pledge amendmen.,
duly executed by the Pledgor, in substantially the form
cf Schedule II hereto (a "Pledge Amendment"), in
respect of the additional Pledged Shares which are to
be pledged pursuant to this Agreement.  ~he Pledgor
hereby authorizes the Collateral Agent to attach each
Pledge Amendment to this Agreement and agrees that all
Pledged Shares listed on any Pledge Amendment delivered
to the Collateral Agent shall for all purposes
hereunder be considered Pledged Collateral.

SECTION 6.  Votinq Riqhts; Dividends; etc.

(a)  So long as no Event of Default has occurred and is
continuing:

(i)  The Pledgor shall be entitled to exercise any and
all voting and other consensual rights pertaining to
the Pledged Collateral or any part thereof for any
purpose not inconsistent with the tenms of this
Agreement or the Credit Agreement.

(ii)  The Pledgor shall be entitled to receive and
retain any and all cash dividends or other
distributions in respect of the Pledged Shares.

(b)  Upon the occurrence and during the continuance of
an Event of Default

(i)  Upon written notice from the Collateral Agent to
the Pledgor, all rights of the Pledgor to exercise the
voting and other consensual rights which it would
otherwise be entitled to exercise pursuant to clause
(a)(i) of Section 6 above shall cease, and all such
rights shall thereupon become vested in the Collateral
Agent which shall thereupon have the sole right to
exercise such voting and other consensual rights during
the continuance of such Event of Default.

(ii)  All rights of the Pledgor to receive the
dividends or other distributions which it would
otherwise be authorized to receive and retain pursuant
to clause (a)(ii) of Section 6 above shall cease and
all such rights shall thereupon become vested in the
Collateral Agent who shall thereupon have the sole
right to receive and hold as Pledged Collateral such
dividends or other distributions during the continuance
of such Event of Default.

(c)  In order to permit the Pledgor to exercise the
voting and other rights which it is entitled to
exercise pursuant to clause (a)(i) of Section 6 above
and to receive the dividends or other distributions
which it is authorized to receive and retain pursuant
to clause (a)(ii) of Section 6 above, the Collateral
agent shall, if necessary, upon written request of the
Pledgor from time to time execute and deliver (or cause
to be executed and delivered) to the Pledgor all such
proxies, dividend payment orders and other instruments
as the Pledgor may reasonably request.  In order to
permit the Collateral Agent to exercise the voting and
other consensual rights which it may be entitled to
exercise pursuant to clause (b)(i) of Section 6 above,
and to receive all dividends or other distributions
which it may be entitled to receive under clause
(b)(ii) of Section 6 above, the Pledgor shall, if
necessary, upon written notice from the Collateral
Agent, from time to time execute and deliver to the
Collateral Agent appropriate proxies, dividend payment
orders and other instruments as the Collateral Agent
may reasonably reguest.

(d)  All dividends and distributions which are received
by the Pledgor contrary to the provisions of clause
(b)(ii) of Section 6 above shall be received in trust
for the benefit of the Collateral Agent, shall be
segregated from other funds of the Pledgor and shall be
forthwith paid over to the Collateral Agent as Pledged
Collateral in the same form as so received (with any
necessary endorsement).

SECTION 7.  Transfers and Other Liens: Additional
Shares.

A.   Transfers and Other Liens.  The Pledgor agrees
that it will not, except as permitted by the Credit
Agreement (i) sell or otherwise dispose of, or grant
any option or warrant with respect to, any of the
Pledged Collateral,  (ii) create or permit to exist any
Lien upon or with respect to any of the Pledged
Collateral, except for the liens and security interests
under this Agreement, or (iii) permit any issuer of
Pledged Shares to merge or consolidate unless all the
outstanding capital stock of the surviving or resulting
corporation is, upon such merger or consolidation,
pledged hereunder and no cash, securities, or other
property is distributed in respect of the outstanding
shares of any other constituent corporation; provided,
however, that in the event of a sale of Pledged Shares
permitted by the Credit Agreement, the Collateral Agent
shall release the Pledged Shares that are the subject
of such sale to the Pledgor free and clear of the lien
and security interest under this Agreement (a) so long
as any Credit Agreement Obligations remain outstanding,
concurrently with the receipt of advice from the
Administrative Agent that arrangements satisfactory to
it have been made for delivery to it of the Net
Disposition Proceeds received in connection with any
Permitted Disposition to which the Lenders are entitled
under the Credit Agreement and the other Loan
Documents,  (b) after such time as all Credit Agreement
Obligations have been indefeasibly paid in full in the
event that any other Secured Parties are entitled to
receive any portion of the Net Disposition Proceeds
received in connection with any Perm~tted Disposition,
concurrently with the receipt of advice from the agent
or trustee for such Secured Parties that arrangements
satisfactory to it have been made for delivery to it of
the amounts required to be paid to such Secured Parties
out of the Net Disposition Proceeds received in
connection with any Permitted Disposition and (c) in
the event no Secured Party is entitled to receive any
portion of the Net Disposition Proceeds received in
connection with any Permitted Disposition, concurrently
with the sale of such Pledged Shares.

B.   Additional Shares.  Except as otherwise permitted
by the Credit Agreement, the Pledgor agrees that it
will (i) cause each issuer of Pledged Shares not to
issue any stock or other securities in addition to or
in substitution for the Pledged Shares issued by such
issuer, except to the Pledgor, and (ii) pledge
hereunder, immediately upon its acquisition (directly
or indirectly) thereof, any and all additional shares
of stock or other equity securities of each issuer of
Pledged Shares.

SECTION 8.  Collateral Agent Appointed
Attorney-In-Fact.

The Pledgor hereby appoints the Collateral Agent the
Pledgor's attorney-in-fact, with full authority in the
place and stead of the Pledgor and in the name of the
Pledgor or otherwise, from time to time in the
Collateral Agent's discretion to take any action and to
execute any instrument which the Collateral Agent may
deem reasonably necessary or advisable to accomplish
the purposes of this Agreement, including, without
limitation, to receive, endorse and collect all
instruments made payable to the Pledgor representing
any dividend or other distribution in respect of the
Pledged Collateral or any part thereof and to give full
discharqe for the same.

SECTION 9.  Collateral Aqent May Perform.

If the Pledgor fails to perform any agreement contained
herein after receipt of a written request to do so from
the Collateral Agent, the Collateral Agent may itself
perform, or cause performance of, such agreement, and
the expenses of the Collateral Agent, including the
reasonable fees and expenses of its counsel, incurred
in connection therewith shall be payable by the Pledgor
under Section_13 hereof.

SECTION 10.  Reasonable Care.

The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the
Pledged Collateral in its possession if the Pledged
Collateral is accorded treatment substantially
equivalent to that which the Collateral Agent, in its
individual capacity, accords its own property
consisting of negotiable securities, it being
understood that neither the Collateral Agent nor any
other Secured Party shall have responsibility for (i)
acscertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other
matters relative to any Pledged Collateral, whether or
not the Collateral Agent or any other Secured Party has
or is deemed to have knowledge of such matters, or (ii)
taking any necessary steps (other than steps taken in
accordance with the standard of care set forth above to
maintain possession of the Pledged Collateral) to
preserve rights against any Person with respect to any
Pledged Collateral.

SECTION 11.  Remedies Upon Default: Decisions Relating
to Exercise of Remedies.

A.   Remedies Upon Default.  Subject to Section llB, if
any Event of Default or, after such time as the Credit
Agreement Obligations shall have been indefeasibly paid
in full and provided that the Pledged Collateral then
secures the payment and performance of Lender Interest
Rate Obligations, if any event of default under any
Lender Interest Rate Agreement or, after such time as
all Secured Obligations shall have been indefeasibly
paid in full:

(a)  (i)  The Collateral Agent may exercise in respect
of the Pledged Collateral, in addition to other rights
and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party
on default under the Uniform Commercial Code (the
"Code") in effect in the State of New York at that
time, and the Collateral Agent may also in its sole
discretion, without notice except as specified below,
sell the Pledged Collateral or any part thereof in one
or more parcels at public or private sale, at any
exchange, broker's board or at any of the Collateral
Agent's offices or elsewhere, for cash, on credit or
for future delivery, and at such price or prices and
upon such other terms as the Collateral Agent may deem
commercially reasonable, irrespective of the impact of
any such sales on the market price of the Pledged
Collateral.  The Collateral Agent or any other Secured
Party may be the purchaser of any or all of the Pledged
Collateral at any such sale but shall not be entitled,
for the purpose of bidding and making settlement or
payment of the purchase price for all or any portion of
the Pledged Collateral sold at such sale, to use and
apply any of the Secured Obligations owed to such
Person as a credit on account of the purchase price of
any Pledged Collateral payable by such Person at such
sale.  Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right
on the part of the Pledgor, and the Pledgor hereby
waives (to the extent permitted by law) all rights of
redemption, stay and/or appraisal which it now has or
may at any time in the future have under any rule of
law or statute now existing or hereafter enacted.  The
Piedgor agrees that, to the extent notice of sale shall
be required by law, at least ten days' notice to the
Pledgor of the time and place of any public sale or the
time after which any private sale is to be made shall
constitute reasonable notification.  The Collateral
Agent shall not be obligated to make any sale of
Pledged Collateral regardless of notice of sale having
been given. The Collateral Agent may adjourn any public
or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place
to which it was adjourned. The Pledgor, to the fullest
extent allowable under applicable law, hereby waives
and agrees not to assert any rights or privileges it
may acquire under Sections 9-504 or 9-507 of the Code
and any claims against the Collateral Agent arising by
reason of the fact that the price at which any Pledged
Collateral may have been sold at such a private sale
was less than the price which might have been obtained
at a public sale, even if the Collateral Agent accepts
the first offer received and does not offer such
Pledged Collateral to more than one offeree.

(ii)  The Pledgor recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933,
as amended (the "Securities Act"), and applicable state
securities laws, the Collateral Agent may be compelled,
with respect to any sale of all or any part of the
Pledged Collateral, to limit purchasers to those who
will agree, among other things, to acquire the Pledged
Collateral for their own account, for investment and
not with a view to the distribution or resale thereof. 
The Pledgor acknowledges that any such private sales
may be at prices and on terms less favorable to the
Collateral Agent than those obtainable through a public
sale without such restrictions (including, without
limitation, a public offering made pursuant to a
registration statement under the Securities Act), and,
notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in
a commercially reasonable manner and that the
Collateral Agent shall have no obligation to engage in
public sales and no obligation to delay the sale of any
Pledged Collateral for the period of time necessary to
permit the issuer thereof to register it for a form of
public sale requiring registration under the Securities
Act or under applicable state securities laws, even if
the Pledgor would aqree to do so.

(b)  If the Collateral Agent determines to exercise its
right to sell any or all of the Pledged Collateral,
upon written request, the Pledgor shall and shall cause
each issuer of any Pledged Shares to be sold hereunder
from time to time to furnish to the Collateral Agent
all such information as the Collateral Agent may
request in order to determine the number of shares and
other instruments included in the Pledged Collateral
which may be sold by the Collateral Agent as exempt
transactions under the Securities Act and the rules of
the Securities and Exchange Commission thereunder, as
the same are from time to time in effect.

B.   Decisions Relating to Exercise of Remedies.
Notwithstanding anything in this Agreement to the
contrary, the Collateral Agent shall exercise, or shall
refrain from exercising, any remedy provided for in
Section llA in accordance with the instructions of the
Required Lenders and the Co-Agents, the Administrative
Agent, the Lenders and the Lender Interest Rate
Exchangers shall be bound by such instructions; and the
sole rights of the Administrative Agent, the Lenders
and the Interest Rate Exchangers under this Agreement
shall be secured by the Pledged Collateral and to
receive the payments provided for in Section 12 hereof.

SECTION 12.  Application of Proceeds.

    After and during the continuance of an Event of
Default or event of default described in Section llA,
any cash held by the Collateral Agent as Pledged
Collateral and all cash proceeds received by the
Collateral Agent (all such cash being "Proceeds") in
respect of any sale of, collection from, or other
realization upon all or any part of the Pledged
Collateral pursuant to the exercise by the Collateral
Agent of its remedies as a secured creditor as provided
in Section 11 of this Agreement shall be applied
promptly from time to time by the Collateral Agent as
follows:

first, to the payment of the costs and expenses of such
sale, collection or other realization, including
reasonable fees of the Collateral Agent and reasonable
fees and expenses of its agents and counsel, and all
other expenses, liabilities, and advances made or
incurred by the Collateral Agent in connection
therewith; 

second, to the payment of the Secured Obligations;

third, after payment in full of all Secured Obligations
and any other amount required by any provision of law,
including, without limitation, Section 9-502(2) and
9504(1)(a) of the Code, to the Pledgor, 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 Proceeds. 

SECTION 13.  Expenses.

The Pledgor will upon demand pay to the Collateral
Agent the amount of any and all expenses, including the
reasonable fees and expenses of its counsel and of any
experts and agents, which the Collateral Agent may
incur in connection with (i) the administration of this
Agreement,  (ii) the custody or preservation of, or the
sale of collection from, or other realization upon, any
of the Pledged Collateral,  (iii) the exercise or
enforcement of any of the rights of the Collateral
Agent or any other Secured Party hereunder or (iv) the
failure by the Pledgor to perform or observe any of the
provisions hereof. 

SECTION 14.  No Waiver.

No failure on the part of the Collateral Agent to
exercise, and no course of dealing with respect to, and
no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise by the Collateral Agent
of any right, power or remedy hereunder preclude any
other or further exercise thereof or the exercise of
any other right, power or remedy.  The remedies herein
provided are to the fullest extent permitted by law
cumulative and are not exclusive of any remedies
provided by law.

SECTION 15.  Indemnification.

The Pledgor hereby agrees to indemnify the Collateral
Agent for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or
asserted against the Collateral Agent in any way
relating to or arising out of this Agreement,  the
Credit Agreement, the other Loan Documents, the Lender
Interest Rate Agreements, or any other documents
contemplated by or referred to therein or the
transactions contemplated thereby or the enforcement of
any of the terms hereof or of any such other documents;
provided, however, that the Pledgor shall not be liable
for any of the foregoing to the extent they arise from
the gross negligence or willful misconduct of the
Collateral Agent or failure by the Collateral Agent to
exercise reasonable care in the custody and
preservation of the Pledged Collateral as provided in
Section 10.

SECTION 16.  Amendments. etc.

No amendment, modification or waiver to this Agreement
shall be binding (i) on the Collateral Agent without
the written consent of the Collateral Agent or (ii) on
the Pledgor without the written consent of the Pledgor.

SECTION 17.  Termination.

When all Secured Obligations have been indefeasibly
paid in full and no Commitment or Letter of Credit
remains outstanding, this Agreement shall terminate,
and the Collateral Agent shall, upon the request and at
the expense of the Pledgor, forthwith assign, transfer
and deliver, against receipt and without recourse to
the Collateral Agent, such of the Pledged Collateral as
shall not have been sold or otherwise applied pursuant
to the terms hereof to or on the order of the Pledgor
and shall execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request to
evidence such terminations.

SECTION 18.  Addresses for Notices.

All notices and other communications provided for
hereunder shall be in writing (including telegraphic or
telecopy communication) and mailed, telegraphed,
telecopied or delivered, if to the Pledgor, addressed
to it at the address set forth on the signature page of
this Agreement or as to any party at such other address
as shall be designated by such party in a written
notice to each other party complying as to delivery
with the terms of this Section 18.  All such notices
and other communications shall, when mailed or
telegraphed, respectively, be effective when deposited
in the mails or delivered to the telegraph company,
respectively, addressed as aforesaid and shall, when
delivered or telecopied, be effective when received

SECTION 19.  Continuinq Security Interest; Releases.

Subject to Section 17 hereof and to the Credit
Agreement, this Agreement shall create a continuing
security interest in the Pledged Collateral and shall
(i) remain in full force and effect until indefeasible
payment in full of all Secured Obligations and all
Commitments have been terminated and all Letters of
Credit cancelled,  (ii) be binding upon the Pledgor,
its successors and assigns, and (iii) inure, together
with the rights and remedies of the Collateral Agent
hereunder, to the benefit of the Collateral Agent and
each other Secured Party and each of their respective
successors, transferees and assigns.  Without limiting
the generality of the foregoing clause (iii) and
subject to the provisions of the Credit Agreement, any
Secured Party may assign or otherwise transfer any
indebtedness held by it secured by this Agreement to
any other person or entity, and such other person or
entity shall thereupon become vested with all the
benefits in respect thereof granted to such Secured
Party herein or otherwise.

SECTION 20.  Governinq Law; Terms.

THIS AGREEMENT, AND ANY INSTRUMENT 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. Unless otherwise
defined herein or in the Credit Agreement, terms
defined in Articles 8 and 9 of the Code in the State of
New York are used herein as therein defined.

SECTION 21.  Consent to Jurisdiction and Service of
Process.

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR
WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE OF NEW YORY AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH PLEDGOR ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION 0F THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT.  EACH PLEDGOR 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
PLEDGOR IRREVOCABLY AGREEING IN WRITING TO SO SERVE, AS
ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL
PROCESSING ANY SUCH PROCEEDINGS IN SUCH COURT, SUCH
SERVICE BEING HEREBY ACKNOWLEDGED BY EACH SUCH PLEDGOR
TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. 
A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY
REGISTERED MAIL TO THE PLEDGORS 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 AFFECT THE VALIDITY OF
SERVICE OF PROCESS.  IF ANY AGENT APPOINTED BY ANY
PLEDGOR REFUSES TO ACCEPT SERVICE, SUCH PLEDGOR HEREBY
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 THE
COLLATERAL AGENT TO BRING PROCEEDINGS AGAINST ANY
PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION.

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT, 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.  The Collateral Agent and the
Pledgors each (i) acknowledge that this waivers
material inducement for the Collateral Agent and the
Pledgors to enter into a business relationship, that
the Collateral Agent and the Pledgors have already
relied on this waiver in entering into this Agreement
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 warrant
and represent 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 AGREEMENT. In the event of
litigation, the Agreement may be filed as a written
consent to a trial by the Court.

SECTION 22.  Security Interest Absolute.

All rights of the Collateral Agent and security
interests hereunder, and all obligations of the Pledgor
hereunder, shall be absolute and unconditional
irrespective of:

(i)  any lack of validity or enforceability of the
Credit Agreement, the other Loan Documents, the Lender
Interest Rate Agreements or any other agreement or
instrument relating thereto.

(ii)  any change in the time, manner or place of
payment of, or in any other term of, all or any of the
Secured Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit
Agreement, the other Loan Documents or the Lender
Interest Rate Agreements;

(iii)  any exchange, release or non-perfection of any
other collateral, or any release or amendment or waiver
of or consent to any departure from any guaranty, for
all or any of the Secured Obligations; or

(iv)  any other circumstance which might otherwise
constitute a defense available to, or a discharge of,
the Pledgor.

IN WITNESS WHEREOF, each party has caused this
Agreement to be duly executed and delivered by its
officer thereunto duly authorized as of the date first
above written.

HEALTHTRUST, INC. - THE HOSPITAL COMPANY


By  s/Glenn D. Davis                    
Name: 
Title:

Address:  4225 Harding Road
          Nashville, Tennessee  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

IN WITNESS WHEREOF, each party has caused this
Agreement to be duly executed and delivered by its
officer thereunto duly authorized as of the date first
above written.

HEALTHTRUST,- INC. - THE HOSPITAL COMPANY


By
Name:
Title:

Address:  4225 Harding Road
          Nashville, Tennessee  37205

Telecopier No
(615) 298-6377

Attention:  President


THE BANK OF NOVA SCOTIA, as Collateral Agent


By
     Authorized Signatory


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

Telecopier No.: (404) 888-8998

Attention:  Ms. Mary Munoz