EXHIBIT 10.8

                            SECOND AMENDMENT TO THE
                             OPERATING AGREEMENT OF
                 LAFAYETTE HEART HOSPITAL, LLC (the "Company")

         THIS SECOND AMENDMENT to the Operating Agreement of the Company is
effective as of the date the Operating Agreement is initially adopted by its
Member(s) (the "Amendment").

         1.       Section 5.10(b)(iii) of the Operating Agreement is hereby
deleted and replaced in its entirety with the following:

                  Nothing herein shall prevent the Owner or Practice from
         providing cardiac services within the scope of such Owner's or
         Practice's regular office(s) for the practice of medicine so long as
         they do not provide diagnostic or interventional cardiac
         catheterization services in such office; provided, however, that the
         provision of diagnostic and therapeutic (but not interventional)
         cardiac catheterization services through a single mobile or fixed
         cardiac catheterization laboratory only at the site set forth on
         Exhibit C, by an Owner or Practice holding an ownership interest in
         such cardiac catheterization laboratory (whether or not such ownership
         interest was acquired before or after the date hereof), shall not be
         prohibited by this Section 5.10(b)(iii);

         2.       In addition, Exhibit C to the Operating Agreement is hereby
deleted in its entirety and replaced with the attached Exhibit C.

Except as provided herein, the Operating Agreement shall remain in full force
and effect.

                                            MEMBER(S):

                                            LAFAYETTE HOSPITAL MANAGEMENT, INC.

                                            By: /s/ Dennis I. Kelly
                                                -------------------------------
                                            Title: SVP


[***]






[***] These portions of this exhibit have been omitted and filed separately
with the Commission pursuant to a request for confidential treatment.





                                   EXHIBIT C
                                     TO THE
                              OPERATING AGREEMENT
                                       OF
                         LAFAYETTE HEART HOSPITAL, LLC
                      A Delaware Limited Liability Company

              PERMITTED SITE FOR CARDIAC CATHETERIZATION SERVICES


                             401 St. Julien Avenue
                              Lafayette, LA 70506