[EXECUTION COPY]


SUBSIDIARY STOCK PLEDGE AGREEMENT
     
     
THIS SUBSIDIARY STOCK PLEDGE AGREEMENT (this
"Agreement"), 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
Company that after the date hereof executes an
acknowledgment to this Agreement substantially in the
form of Exhibit B hereto (each such undersigned
Subsidiary and other Subsidiary being referred to
individually as a "Pledgor" and collectively as the
"Pledgors"), in favor of and for the benefit of THE
BANK OF NOVA SCOTIA ("Scotiabank"), as collateral agent
for and representative of the Secured Parties (as
defined below) (in such capacity, together with any
successor or other representative of the Secured
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 E T H

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 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
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 have been or are entered
into with one or more Lenders or one or more lenders
under the 1992 Credit Agreement (collectively, the
"Interest Rate Exchangers" and together with the
Lenders, collectively, the "Secured Parties") being
collectively referred to herein as the "Interest Rate
Agreements" and the obligations of the Company under
such agreements, including the obligation to make
payments in the event of early termination thereunder,
being the "Interest Rate Obligations"); and

WHEREAS, each Pledgor has entered into the Subsidiary
Guaranty, dated as of April 28, 1994 (as amended from
time to time, the "Subsidiary Guaranty"), pursuant to
which such Pledgor guarantees the Obligations under the
Credit Agreement and the Interest Rate Obligations; and

WHEREAS, each Pledgor wishes to grant pledges, and
security interests in favor of the Collateral Agent for
the benefit of the Secured Parties to secure the
obligations of such Pledgor with respect to the
Subsidiary Guaranty;

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

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

WHEREAS, each Pledgor 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 Pledgor,
accordingly, desires to enter into this Agreement 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
Pledgor hereby agrees as follows:

   A G R E E M E N T :

SECTION 1.  Grants of Security.

Each Pledgor, to the extent of its interest therein,
hereby pledges and grants to the Collateral Agent for
its benefit and the benefit of the Secured Parties, and
hereby grants to the Collateral Agent for its benefit
and the benefit of the Secured Parties, a first
priority security interest in, the following (the
"Collateral") to secure the Secured Obligations (as
defined in Section 2):

(i) the shares of capital stock listed in Exhibit A
hereto and in Annex A to each Exhibit B hereto executed
by each Pledgor (the "Pledqed Shares"), the
certificates representing the Pledged Shares and all
interest in the entries on the books of any Person
registering ownership of all Pledged Shares that are
not represented by certificates and all dividends,
cash, instruments and other properties from time to
time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Pledged
Shares;

(ii) from and after the 90th day following the Closing
Date (or if an earlier date, upon delivery thereof),
all of the issued and outstanding shares of EPIC and
its Subsidiaries (other than EPIC Properties, Inc.),
and from and after the date on which all of the CMOs
have been redeemed or otherwise retired, all of the
issued and outstanding shares of EPIC Properties, Inc.,
in each case together with the certificates
representing all such Pledged Shares and any interest
of the Pledgor in the entries on the books of any
financial intermediary pertaining to all 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;

(iii) all additional shares of stock of any issuer of
the Pledged Shares from time to time acquired by the
Pledgors in any manner (which shares shall be deemed to
be part of the Pledged Shares), and the certificates
representing such additional shares and all interest in
the entries on the books of any Person registering
ownership of such additional shares that are not
represented by certificates and all dividends, cash,
instruments and other properties from time to time
received, receivable or otherwise distributed in
respect of or in exchange for any or all of such
shares; and

(iv) all proceeds of any and all of the foregoing
Collateral.

SECTION 2.  Secured Obliqations.

This Agreement secures, and the Collateral pledged by
each Pledgor 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 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)), of all obligations of such Pledgor under the
Subsidiary Guaranty, whether now or hereafter existing,
whether for principal, premium or interest (including,
without limitation, interest which, but for the filing
of a petition in bankruptcy with respect to the Company
or a particular Pledgor, would accrue on such
obligations), payments for early termination, fees,
expenses or otherwise, together with all obligations of
each 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 provision of this Agreement shall be effective as
to any obligations under the Subsidiary Guaranty in
respect of (a) any obligations refinancing or extending
all or any portion of the Obligations under the Credit
Agreement only if the holders of such obligations or
their representatives shall have executed and delivered
an acknowledgement to this Agreement substantially in
the form of Exhibit C hereto acknowledged by each
Pledgor, and (b) any Interest Rate Obligations only if
the Interest Rate Exchanger to whom such Interest Rate
Obligations are owed shall have executed and delivered
an acknowledgement to this Agreement acknowledged by
each Pledgor, and provided, further, that the
provisions of this Agreement shall not be effective as
to EPIC and its Subsidiaries until the 91st day
following the Closing Date.

SECTION 3.  Delivery of Pledqed Collateral.

All certificates or instruments representing or
evidencing the Collateral shall be delivered in
accordance with Section 5.1.5 of the Credit Agreement
or Section 7.1.9 of the Credit Agreement, as the case
may be, to and held by the Collateral Agent on behalf
of the Secured Parties pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance
reasonably satisfactory to the Collateral Agent.  The
Collateral Agent shall have the right, at any time upon
or after the occurrence and during the continuance of
an Event of Default in its discretion and without
notice to any Pledgor, except as required by clause
(b)(l) of Section 10, to transfer to or to register in
the name of the Collateral Agent or any of its nominees
any or all of the Collateral.

SECTION 4.  Representations and Warranties.

Each Pledgor, as of the date of execution of this
Agreement or as of the date of execution by such
Pledgor of an acknowledgment to this Agreement
substantially in the form of Exhibit B hereto, as
applicable, represents and warrants as follows as to
itself and any Collateral pledged by it:

(a)  Such Pledgor is duly organized, validly existing
and, in the case of each Pledgor that is a corporation,
in good standing under the laws of its respective
jurisdiction of incorporation or organization and has
full corporate, partnership or other appropriate power
and authority to own its assets and properties, to
operate its business as now conducted and proposed to
be conducted, to enter into this Agreement, to invest
in the subject Subsidiary, and to carry out the
transactions contemplated hereby.

(b)  The subject Subsidiary is a corporation,
partnership or other similar arrangement duly
organized, validly existing and, in the case of each
subject Subsidiary that is a corporation, in good
standing under the laws of its respective jurisdiction
of incorporation or organization and has full
corporate, partnership or other appropriate power and
authority to own its assets and properties, to operate
its business as now conducted and proposed to be
conducted, to issue the Pledged Shares, if any, or
partnership or other ownership interests, as the case
may be, and to carry out the transactions contemplated
thereby.

(c)  Each of such Pledgor and such subject Subsidiary
that is a corporation is in good standing wherever
necessary to carry on its present business and
operations, except in jurisdictions in which the
failure to be in good standing has no material adverse
effect on the Company and its Subsidiaries, taken as a
whole.

(d)  The execution, delivery and performance by such
Pledgor of this Agreement, and the issuance of the
Pledged Shares, if any, or partnership or other
ownership interests have been duly authorized by all
necessary corporate, partnership or other appropriate
action by the Pledgor and the subject Subsidiary.

(e)  The execution, delivery and performance by such
Pledgor of this Agreement, and the issuance of the
Pledged Shares, if any, or partnership or other
ownership interests do not and will not (i) violate any
provision of law applicable to such Pledgor or the
subject Subsidiary, the Certificate or Articles of
Incorporation or Bylaws or any partnership or other
appropriate charter documents, as applicable, of such
Pledgor or any order, judgment or decree of any court
or other agency of government binding on such Pledgor
or the subject Subsidiary,  (ii) conflict with, result
in a ~reach of or constitute (with due notice or lapse
of time or both) a default under any material
contractual obligation of such Pledgor or the subject
Subsidiary, (iii) result in or require the creation or
imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the properties or assets
of such Pledgor or the subject Subsidiary, other than
as provided in the Collateral Documents or as permitted
under Section 7.2.3 of the Credit Agreement, or (iv)
require any approval of stockholders, partners or other
owners of security interests or any approval or consent
of any Person under any material contractual obligation
of such Pledgor or the subject ~ubsidiary, other than
approvals or consents which have been obtained and
disclosed in writing to the Secured Parties.

(f)  This Agreement constitutes the legally valid and
binding obligation of such Pledgor enforceable against
it in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable
principles (whether at law or in equity) relating to or
limiting creditors' rights generally.

(g)  There is no action, suit, proceeding or
arbitration (whether or not purportedly on behalf of
such Pledgor or the subject Subsidiary) at law or in
equity or before or by any federal, state, municipal or
other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign,
pending or, to the knowledge of such Pledgor,
threatened against or affecting such Pledgor or the
subject Subsidiary, or any of their respective
properties which would materially adversely affect the
ability of ~uch Pledgor to perform its obligations
under this Agreement, and there is no basis known to
such Pledgor for any such action, suit or proceeding. 
Neither such Pledgor nor the subject Subsidiary is (i)
in violation of any applicable law which materially
adversely affects or may materially adversely affect
the ability of such Pledgor to perform its obligations
under this Agreement, (ii) subject to or in default
with respect to any final judgment, writ, injunction,
decree, rule or regulation of any court or federal,
state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality,
domestic or foreign, which would materially adversely
affect the ability of such Pledgor to perform its
obligations under this Agreement.  There is no action,
suit, proceeding or investigation pending, or to the
knowledge of such Pledgor, threatened against or
affecting the Pledgor or the subject Subsidiary, which
contests the validity or enforceability of this
Agreement.

(h)  All of the Pledged Shares, if any, ha~e been duly
authorized and validly issued and are fully paid and
nonassessable.

(i)  Such Pledgor is the legal and beneficial owner, or
at the time of delivery of such Collateral to the
Collateral Agent pursuant to Section 3 of this
Agreement will be such owner, of the Collateral free
and clear of any Lien except for the security interest
created by this Agreement.

(j)  The pledge of the Pledged Shares pursuant to this
Agreement and the pledge and delivery of the
certificates and other instruments evidencing the same
create a valid and perfected first priority security
interest therein, securing the payment of the Secured
Obligations.

(k)  Except as has already been obtained by Pledgor, no
consent of any other party (including, without
limitation, stockholders or partners, or other Persons
owning equity interests in, or creditors of such
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 (i) for the pledge by such Pledgor of the
Collateral pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by
such Pledgor or (ii) 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
Collateral pursuant to this Agreement (except as may be
required in connection with such disposition by laws
affecting the offering and sale of securities
generally).

(l)  The Pledged Shares, if any, constitute the
percentage of the issued and outstanding shares of
capital stock of the issuer thereof set forth opposite
the name of such issuer in Part I of Exhibit A hereto
and in Part I of Annex A to Exhibit B hereto executed
and delivered by such Pledgor.

(m)  Such Pledgor has received all permission necessary
by the subject Subsidiary and the equity participants
therein to encumber the Collateral.

SECTION 5.  Further Assurances.

(a)  Each Pledgor agrees that at any time and from time
to time, at the expense of such Pledgor, such Pledgor
will promptly execute and deliver all further
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 Collateral.

(b)  Each Pledgor further agrees that it will, upon
obtaining any shares of any Person required to be
pledged pursuant to clause (iii) of Section 1, promptly
(and in any event within five (5) Business Days)
deliver to the Collateral Agent a pledge amendment,
duly executed by such Pledgor, in substantially the
form of Exhibit D hereto (a "Pledge Amendment"), in
respect of the additional Pldged Shares which are to be
pledged pursuant to this Agreement.  Each 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 Collateral.

(c)  Each Pledgor will not make any changes in its
corporate name or conduct its business operations under
any fictitious business name or trade name without
giving to the Collateral Agent at least 30 days prior
written notice of such changes or new name.

SECTION 6.  Transfers and Other Liens.

Except as otherwise permitted by the Credit Agreement,
no Pledgor shall:  (i) sell, assign (by operation of
law or otherwise) or otherwise dispose of any of the
Collateral, (ii) create or suffer to exist any Lien
upon or with respect to any of the Collateral to secure
the debt of any person or entity, except for the
security interest created by this Agreement, or (iii)
permit any issuer of any Pledged Shares pledged by such
Pledgor to terminate its corporate, partnership or
other existence; provided, however, that if a Permitted
Disposition occurs and the assets subject to such
Penmitted Disposition are Collateral, the Collateral
Agent shall release the Pledged Shares that are the
subject of such Permitted Disposition to the applicable
Pledgor free and clear of the Lien and security
interest under this Agreement effective as of the time
of such Permitted Disposition; provided, further, that
notwithstanding anything herein to the contrary, the
Collateral Agent may release such Collateral from the
lien and security interest of this Agreement upon the
approval of the release of such Collateral by the
Lenders under the Credit Agreement.

SECTION 7.  The Collateral Aqent Appointed
Attorney-in-Fact

Each Pledgor hereby irrevocably appoints the Collateral
Agent its attorney-in-fact, with full authority in the
place and stead of such Pledgor and in the name of such
Pledgor, the Collateral Agent or otherwise, from time
to time in the Collateral Agent's discretion (which
discretion shall be exercised reasonably) to take any
action and to execute any instrument that the
Collateral Agent may reasonably deem necessary or
advisable to accomplish the purposes of this Agreement,
including, without limitation:

(i) to ask, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for
moneys due and to become due under or in respect of any
of the Collateral,

(ii) to receive, endorse and collect any drafts or
other instruments, documents and chattel paper in
connection with clause (i) above, and

(iii) to file any claims or take any action or
institute any proceedings that the Collateral Agent may
deem necessary or desirable for the collection of any
of the Collateral or otherwise to enforce the rights of
the Collateral Agent with respect to any of the
Collateral; and, in the case of each of clauses (i). 
(ii) and (iii) above, the Collateral Agent shall use
its best efforts to give the affected Pledgor notice of
any action taken by the Collateral Agent in accordance
with this Section 7 as soon as practicable after such
action is taken; provided, however, that a failure to
give such notice shall not in any way impair the
authority of the Collateral Agent pursuant to this
Section 7 or the validity of any action taken by the
Collateral Agent pursuant thereto; provided, further,
that it is expressly agreed that (y) in the case of any
JV Subsidiary that is a partnership, the exercise by
the Collateral Agent of the authority granted pursuant
to this Section 7 shall not cause the Collateral Agent
to become subject to any of the liabilities or
obligations of a general partner of the subject JV
Subsidiary and (z) each Pledgor hereby agrees to
indemnify the Collateral Agent against any and all
liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the
Collateral Agent in any way relating to or arising out
of the Collateral or any action taken by the Collateral
Agent with respect thereto pursuant to this Section 7,
except as such result from the Collateral Agent's gross
negligence or willful misconduct or the failure by the
Collateral Agent to exercise reasonable care in the
custody and preservation of the Collateral as provided
in Section 9.

SECTION 8.  The Collateral Agent May Perform.

If any Pledgor fails to perform any agreement contained
herein after written request to do so by the Collateral
Agent, the Collateral Agent may itself perform, or
cause performance of, such agreement, and the
reasonable expenses so incurred in connection therewith
shall be payable by such Pledgor pursuant to Section
13.

SECTION 9.  The Collateral Agent's Duties.

The powers conferred on the Collateral Agent hereunder
are solely to protect its interest in the Collateral
and shall not impose any duty upon it to exercise any
such powers.  Except for treatment of the Collateral in
its possession in a manner substantially equivalent to
that which the Collateral Agent, in its individual
capacity, accords its own property of a similar nature,
and the accounting for moneys actually received by it
hereunder, the Collateral Agent shall have no duty as
to any Collateral or as to the taking of any necessary
steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.

SECTION 10.  Voting Riqhts; Dividends; etc.

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

(i) Each Pledgor shall be entitled to exercise any and
all voting and other consensual rights pertaining to
the Collateral or any part thereof for any purpose not
inconsistent with the terms of this Agreement or the
Credit Agreement; provided, however, that such Pledgor
shall not exercise or refrain from exercising any such
right if the Collateral Agent shall have notified such
Pledgor that, in the Collateral Agent's reasonable
judgment, such action would have a material adverse
effect on the value of the Collateral or any part
thereof.

(ii) Each Pledgor shall be entitled to receive and
retain any and all dividends paid in respect of the
Collateral pledged by such Pledgor; provided, however,
that any and all dividends paid or payable in the form
of Securities shall be, and shall be forthwith
delivered to the Collateral Agent to hold as,
Collateral and shall, if received by such Pledgor, be
received in trust for the benefit of the Collateral
Agent, be segregated from the property or funds of such
Pledgor, and be forthwith delivered to the Collateral
Agent as Collateral in the same form as so received
(with any necessary indorsement).

(iii) The Collateral Agent shall execute and deliver
(or cause to be executed and delivered) to each Pledgor
all such proxies and other instruments as such Pledgor
may reasonably request for the purpose of enabling such
Pledgor to exercise the voting and other rights that it
is entitled to exercise pursuant to paraqraph (i) above
and to receive the dividends that it is authorized to
receive and retain pursuant to paragraph (ii) above.

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

(i) All rights of each Pledgor to exercise the voting
and other consensual rights that it would otherwise be
entitled to exercise pursuant to clause (a)(i) of
Section 10 and to receive the dividends that it would
otherwise be authorized to receive and retain pursuant
to clause (a) of Section 10 shall cease, and all such
right shall thereupon become vested in the Collateral
agent who shall thereupon have the sole right to
exercise such voting and other consensual rights and to
receive and hold as Collateral such dividends;
provided, however, that the right of any Pledgor to
exercise such voting and other consensual rights shall
cease only upon written notice from the Collateral
Agent to such Pledgor.

ii) All dividends that are received by any Pledgor
contrary to the provisions of paragraph (i) of this
clause (b) shall be received in trust for the benefit
of the Collateral Agent, shall be segregated from other
funds of such Pledgor and shall be forthwith paid over
to the Collateral Agent as Collateral in the same form
as so received twith any necessary indorsement).

(iii) Each Pledgor shall execute and deliver (or cause
to be executed and delivered) to the Collateral Agent
all such proxies and other instruments as the
Collateral Agent may reasonably request for the purpose
of enabling the Collateral Agent to exercise the voting
and other rights that it is entitled to exercise
pursuant to paragraph (i) above and to receive the
dividends that it is authorized to receive and 
retain pursuant to paragraph (ii) above.

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

A.  Remedies Upon Default.

If any Event of Default under the Credit Agreement
shall have occurred and be continuing:

(a)  The Collateral Agent may exercise in respect of
the 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 in
default under the Uniform Commercial Code (the "UCC")
in effect in the State of New York at that time, and
the Collateral Agent may also without notice (except as
specified below) sell the 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, at such time or times
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 Collateral.  The
Collateral Agent or any Secured Party may be the
purchaser of any or all of the Collateral at any such
sale and shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price
for all or any portion of the Collateral sold at any
such public 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 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 any Pledgor, and each
Pledgor hereby waives (to the extent permitted by law)
all rights of redemption, stay and/or appraisal that it
now has or may at any time in the future have under any
rule of law or statute now existing or hereafter
enacted.  Each Pledgor agrees that, to the extent
notice of sale shall be required by law, at least ten
days' notice to such 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 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 80
adjourned.  Each Pledgor hereby waives, to the fullest
extent permitted by law, any claims against the
Collateral Agent arising by reason of the fact that the
price at which any Collateral may have been sold at
such a private sale was less than the
price that might have been obtained at a public sale,
even if the Collateral Agent accepts the first offer
received and does not offer such Collateral to more
than one offeree.

(b)  Each Pledgor recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933,
as from time to time 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 Collateral conducted without prior
registration or gualification of such Collateral under
the Securities Act and/or such state securities laws,
to limit purchasers to those who will agree, among
other things, to acguire the Collateral for their own
account, for investment and not with a view to the
distribution or resale thereof.  Each 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
such Pledgor 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 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.

(c)  If the Collateral Agent determines to exercise its
right to sell any or all of the Collateral, upon
written request, each Pledgor shall, and shall cause
each issuer of any Pledged Shares pledged by such
Pledgor 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 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, as provided in the Credit Agreement, the
Collateral Agent shall exercise, or shall refrain from
exercising, any remedy provided for in Subsection A
above in accordance with the instructions of the
Required Lenders and the Co-Agents, the Administrative
Agent, the Lenders and the Interest Rate Exchangers
shall be bound by such instructions; Agent, the Lenders
Agreement shall be and the sole rights of the
Administrative and the Interest Rate Exchangers under
this to be secured by the Pledged Collateral and
receive the payments provided for in Section 12 hereof. 
SECTION 12.  Application of Proceeds.

All proceeds received by the Collateral Agent in
respect of any sale of, collection from, or any
realization upon all or any part of the Collateral
shall be applied promptly in whole or in part by the
Collateral Agent against the Secured Obligations in the
following order of priority:

first, to the payment of the costs and expenses of such
sale, collection or other realization, including
reasonable compensation to the Collateral Agent and its
agents and counsel, and all expenses, liabilities and
advances made or incurred by Collateral Agent in
connection therewith, in accordance with Section 13;

second, to the payment of all or any part of the
Secured Obligations; and

third, after payment in full of the amounts specified
in the preceding subparagraphs, to the payment to or
upon the order of the applicable Pledgor, 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.  Indemnity and Expenses.

(a)  Each Pledgor agrees to indemnify the Collateral
Agent and each Secured Party from and against any and
all claims, losses and liabilities growing out of or
resulting from this Agreement, the Credit Agreement, or
any other documents contemplated by or referred to
therein or herein or the transactions contemplated
thereby or hereby or the enforcement of any of the
terms hereof or of any such other documents, except
claims, losses or liabilities resulting from the
Collateral Agent's or that Secured Party's  gross
negligence or willful misconduct or failure by the
Collateral Agent to exercise reasonable care in the
custody and preservation of the Collateral as provided
in Section 9.

(b)  Each Pledgor agrees to pay upon demand to the
Collateral Agent the amount of any and all expenses,
including the reasonable fees and disbursements of
counsel and of any experts and agents, that the
Collateral Agent may incur in connection with (i) the
administration of this Agreement, (ii) the custody,
preservation, use or operation of, or the sale of,
collection from, or other realization upon, any of the
Collateral, (iii) the exercise or enforcement of any of
the rights of the Collateral Agent hereunder, or (iv)
the failure by such Pledgor to perform or observe any
of the provisions hereof.

SECTION 14.  Amendments; Termination.

(a)  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 any Pledgor without the written consent of such
Pledgor.

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

SECTION 15.  Addresses for Notices.

All notices and other communications to any party
provided for hereunder shall be in writing and may be
personally delivered, telecopied, telexed or sent by
United States mail. For the purposes hereof, the
addresses of the parties hereto shall be as set forth
under each party's name on the appropriate signature
page hereof, 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 15.  All such notices
and other collullunications shall be deemed to have
been given when delivered in person, upon receipt of
telecopy or telex, or four Business Days after deposit
in the United States mail, registered or certified,
with postage prepaid and properly addressed as
aforesaid.

SECTION 16.  Continuing Security Interest; Assignments
by the Secured Parties.

Subject to the provisos to Section 6 hereof and to
Section 14 hereof and to the Credit Agreement, this
Agreement shall create a continuing security interest
in the Collateral and shall (i) remain in full force
and effect until indefeasible payment in full of the
Secured Obligations and all Commitments have been
terminated and all Letters of Credit cancelled, (ii) be
binding upon each Pledgor, its successors and assigns
and (iii) inure to the benefit of the Secured Parties
and the Collateral Agent, on behalf of the Secured
Parties, and their successors, transferees and assigns. 
Without limiting the generality of the foregoing clause
(iii) but subject to the provisions of the Credit
Agreement, any Secured Party may assign or otherwise
transfer the indebtedness held by it to any other
Person and such other Person shall thereupon become
vested with all the benefits in respect thereof granted
to such Secured Party herein or otherwise.

SECTION 17.  Governinq Law; Terms.

THIS AGREEMENT, AND ANY INSTRUMENT OR AGREEMENT
REQUIRED EERE~NDBR, SHALL BE GOVERNED BY, AND SHALL BB
CONSTRUED AND ENFORCED IN ACCORDANCB 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 used
in Articles 8 and 9 of the UCC as in effect in the
State of New York are used herein as therein defined.


SECTION 18.  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 YORK 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 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 WITH THIS
AGREEMENT.  EACH PLEDGOR HEREBY DESIGNATES AND APPOINTS
DEWEY BALLANTINB, 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 PROCBEDINGS 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 waiver is a
material inducement for The Collateral Agent to enter
into a business relationship, that The Collateral Agent
and the Pledgors have already relied on this waiver in
entering into this Agreement and that each will
continue to rely on this waiver in their related future
dealings and (ii) further warrant 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 AGREEMENT.  In the
event of litigation, the Agreement may be filed as a
written consent to a trial by the Court.

SECTION 19.  Counterparts

This Agreement and any amendments, waivers, consents or
supplements may be executed in any number of
counterparts, each of which when so executed and
delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the
same instrument.

     IN WITNESS WHEREOF, each pledgor and the
Collaterall Agent have caused this Agreement to be duly
executed and delivered by their officers thereunto duly
authorized as of the date first above written.

TRI-CITY MED, INC
MED CENTRAL, INC.
ROSEBURG AMBULANCE, INC.



By  s/Glenn D. Davis     
Name: 
Title:

Address:  c/o Healthtrust, Inc. - The
                    Hospital Company
                      4525 Harding Road
                      Nashville, TN  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
                    Altanta, GA  30308

Telecopier No.:  (404) 888-8998

Attention:  Ms. Mary Munoz