HEALTHSOUTH CORP
EXHIBIT (10)-56
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT (10)-56
<TEXT>



                                                                 EXHIBIT (10)-56



                                 LEASE AGREEMENT

                          Dated as of October 31, 2000


                                     between

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                                not individually,
                           but solely as Owner Trustee
                 under the HEALTHSOUTH Corporation Trust 2000-1,
                                    as Lessor

                                       and

                       HEALTHSOUTH Corporation, as Lessee

--------------------------------------------------------------------------------
This Lease Agreement (the "Lease  Agreement") is subject to a security  interest
in favor of UBS AG, Stamford Branch, as Administrative Agent (the "Agent") under
the Security  Agreement  dated as of the date hereof among First  Security Bank,
National  Association,  not individually except as expressly stated therein, but
solely as Owner  Trustee under the  HEALTHSOUTH  Corporation  Trust 2000-1,  the
Lenders and the Agent, as amended, modified, supplemented,  restated or replaced
from  time  to  time.   This  Lease  Agreement  has  been  executed  in  several
counterparts.  To the  extent,  if any,  that this Lease  Agreement  constitutes
chattel  paper (as such term is defined  in the  Uniform  Commercial  Code as in
effect in any  applicable  jurisdiction),  no  security  interest  in this Lease
Agreement may be created  through the transfer or possession of any  counterpart
other than the original counterpart  containing the receipt therefor executed by
the Agent on the signature page hereof.


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                                               PAGE
<S>                                                                                                              <C>
ARTICLE I.........................................................................................................1

         1.1.     Definitions.....................................................................................1

ARTICLE II........................................................................................................1

         2.1.     Properties......................................................................................1
         2.2.     Lease Term......................................................................................2
         2.3.     Title...........................................................................................2

ARTICLE III.......................................................................................................2

         3.1.     Rent............................................................................................2
         3.2.     Payment of Basic Rent...........................................................................2
         3.3.     Supplemental Rent...............................................................................2
         3.4.     Performance on a Non-Business Day...............................................................3
         3.5.     Rent Payment Provisions.........................................................................3

ARTICLE IV........................................................................................................3

         4.1.     Utility Charges; Taxes..........................................................................3

ARTICLE V.........................................................................................................4

         5.1.     Quiet Enjoyment.................................................................................4

ARTICLE VI........................................................................................................4

         6.1.     Net Lease.......................................................................................4
         6.2.     No Termination or Abatement.....................................................................5

ARTICLE VII.......................................................................................................5

         7.1.     Ownership of the Properties.....................................................................5

ARTICLE VIII......................................................................................................6

         8.1.     Condition of the Properties.....................................................................6
         8.2.     Possession and Use of the Properties............................................................7

ARTICLE IX........................................................................................................7

         9.1.     Compliance with Legal Requirements and Insurance Requirements...................................7

                                       i

<PAGE>

<CAPTION>


ARTICLE X.........................................................................................................8

         10.1.    Maintenance and Repair; Return..................................................................8
         10.2.    Environmental Inspection........................................................................9

ARTICLE XI........................................................................................................9

         11.1.    Modifications...................................................................................9

ARTICLE XII......................................................................................................10

         12.1.    Warranty of Title..............................................................................10

ARTICLE XIII.....................................................................................................11

         13.1.    Permitted Contests Other Than in Respect of Indemnities........................................11

ARTICLE XIV......................................................................................................11

         14.1.    Public Liability and Workers' Compensation Insurance...........................................11
         14.2.    Hazard and Other Insurance.....................................................................12
         14.3.    Coverage.......................................................................................12

ARTICLE XV.......................................................................................................13

         15.1.    Casualty and Condemnation......................................................................13
         15.2.    Environmental Matters..........................................................................15
         15.3.    Notice of Environmental Matters................................................................15

ARTICLE XVI......................................................................................................16

         16.1.    Termination Upon Certain Events................................................................16
         16.2.    Procedures.....................................................................................16

ARTICLE XVII.....................................................................................................16

         17.1.    Lease Events of Default........................................................................16
         17.2.    Surrender of Possession........................................................................19
         17.3.    Reletting......................................................................................19
         17.4.    Damages........................................................................................19
         17.5.    Final Liquidated Damages.......................................................................20
         17.6.    Waiver of Certain Rights.......................................................................21
         17.7.    Assignment of Rights Under Contract............................................................21
         17.8.    Environmental Costs............................................................................21
         17.9.    Remedies Cumulative............................................................................22
         17.10.   Notice of Default or Event of Default..........................................................22

                                       ii

<PAGE>

ARTICLE XVIII....................................................................................................22

         18.1.    Lessor's Right to Cure Lessee's Lease Defaults.................................................22

ARTICLE XIX......................................................................................................22

         19.1.    Provisions Relating to Lessee's Exercise of its Purchase Option................................22
         19.2.    No Termination With Respect to Less than all of the Properties.................................22

ARTICLE XX.......................................................................................................23

         20.1.    Early Purchase Option..........................................................................23
         20.2.    Purchase or Sale Option........................................................................23

ARTICLE XXI......................................................................................................24

         21.1.    Intentionally Deleted..........................................................................24

ARTICLE XXII.....................................................................................................24

         22.1.    Sale Procedure.................................................................................24
         22.2.    Application of Proceeds of Sale................................................................26
         22.3.    Indemnity for Excessive Wear...................................................................26
         22.4.    Appraisal Procedure............................................................................26
         22.5.    Certain Obligations Continue...................................................................27

ARTICLE XXIII....................................................................................................27

         23.1.    Holding Over...................................................................................27

ARTICLE XXIV.....................................................................................................28

         24.1.    Risk of Loss...................................................................................28

ARTICLE XXV......................................................................................................28

         25.1.    Assignment.....................................................................................28
         25.2.    Subleases......................................................................................28

ARTICLE XXVI.....................................................................................................29

         26.1.    No Waiver......................................................................................29

ARTICLE XXVII....................................................................................................29

         27.1.    Acceptance of Surrender........................................................................29
         27.2.    No Merger of Title.............................................................................29

                                      iii

<PAGE>

<CAPTION>


ARTICLE XXVIII...................................................................................................30

         28.1.    Incorporation of Covenants.....................................................................30
         28.2.    Additional Reporting Requirements..............................................................31

ARTICLE XXIX.....................................................................................................31

         29.1.    Notices........................................................................................31

ARTICLE XXX......................................................................................................32

         30.1.    Miscellaneous..................................................................................32
         30.2.    Amendments and Modifications...................................................................32
         30.3.    Successors and Assigns.........................................................................33
         30.4.    Headings and Table of Contents.................................................................33
         30.5.    Counterparts...................................................................................33
         30.6.    GOVERNING LAW..................................................................................33
         30.7.    Calculation of Rent............................................................................33
         30.8.    Memorandum of Lease............................................................................33
         30.9.    Allocations between the Lenders and the Holders................................................33
         30.10.   Limitations on Recourse........................................................................34
         30.11.   WAIVERS OF JURY TRIAL..........................................................................34
         30.12.   Existing Agreements............................................................................34
         30.13.   Power of Sale..................................................................................34
         30.14.   Exercise of Lessor Right.......................................................................34




</TABLE>

                                       iv

<PAGE>



                                 LEASE AGREEMENT

THIS LEASE  AGREEMENT (as amended,  supplemented  or modified from time to time,
this  "Lease"),  dated as of October 31, 2000, is between FIRST  SECURITY  BANK,
NATIONAL  ASSOCIATION,  a national  banking  association,  having its  principal
office at 79 South Main Street,  Salt Lake City, Utah 84111,  not  individually,
but solely as Owner Trustee under the HEALTHSOUTH  Corporation  Trust 2000-1, as
Lessor (the "Lessor"),  and  HEALTHSOUTH  Corporation,  a Delaware  corporation,
having its principal place of business at One HealthSouth  Parkway,  Birmingham,
Alabama 35243, as Lessee (the "Lessee").

                              W I T N E S S E T H :
                              - - - - - - - - - -

         WHEREAS,  subject  to the terms  and  conditions  of the  Participation
Agreement  (defined  below),  Lessor owns or leases under ground leases  certain
parcels of real  property,  the  Improvements  on such real property and certain
Equipment; and

         WHEREAS,  the Basic Term shall  commence with respect to the Properties
as of the date hereof; and

         WHEREAS,  the  Lessor  desires to lease to the  Lessee,  and the Lessee
desires to lease from the Lessor, the Properties;

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  herein
contained,  and of other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                                   ARTICLE I

         1.1.     Definitions.

                  Capitalized terms used but not otherwise defined in this Lease
have the  respective  meanings  specified  in  Appendix  A to the  Participation
Agreement of even date herewith (as such may be amended, modified, supplemented,
restated and/or replaced from time to time in accordance with the terms thereof,
the "Participation  Agreement") among the Lessee,  First Security Bank, National
Association, not individually,  except as expressly stated therein, but as Owner
Trustee  under the  HEALTHSOUTH  Corporation  Trust  2000-1,  the Holders  party
thereto, the Lenders party thereto and the Agent.

                                   ARTICLE II

         2.1.     Properties.

                  Lessor  hereby  leases to Lessee and Lessee hereby leases from
Lessor,  each Property described in Exhibit A and Schedule I-A, Schedule I-B and
Schedule I-C attached thereto.

<PAGE>


         2.2.     Lease Term.

                  The term of this Lease  with  respect  to each  Property  (the
"Basic Term") shall continue from the date hereof (the "Basic Term  Commencement
Date" or the "Term  Commencement  Date")  and  shall  end on June 22,  2003 (the
"Basic  Term  Expiration  Date"),  unless  the  Term is  earlier  terminated  in
accordance with the provisions of this Lease.

         2.3.     Title.

                  Each Property is leased to Lessee  without any  representation
or warranty,  express or implied, by Lessor and subject to the rights of parties
in  possession  (if  any),  the  existing  state  of title  (including,  without
limitation,  the Permitted  Exceptions) and all applicable  Legal  Requirements.
Lessee  shall in no event  have any  recourse  against  Lessor for any defect in
title to any Property other than for Lessor Liens.

                                  ARTICLE III

         3.1.     Rent.

         (a)      Lessee shall pay Basic Rent on each Payment  Date,  and on any
                  date on which this Lease shall terminate.

         (b)      Basic  Rent shall be due and  payable  in lawful  money of the
                  United States and shall be paid in immediately available funds
                  on the due date  therefor  (or  within  the  applicable  grace
                  period) to such  account or  accounts at such bank or banks as
                  Lessor shall from time to time direct.

         (c)      Lessee's inability or failure to take possession of all or any
                  portion of any  Property on the Closing  Date,  whether or not
                  attributable to any act or omission of the Lessor, the Lessee,
                  or any other Person, or for any other reason whatsoever, shall
                  not delay or otherwise affect Lessee's  obligation to pay Rent
                  for such Property in accordance with the terms of this Lease.

         3.2.     Payment of Basic Rent.

                  Basic  Rent  shall be paid  absolutely  net to  Lessor  or its
designee,  so that this Lease  shall  yield to Lessor  the full  amount of Basic
Rent, without setoff, deduction or reduction.

         3.3.     Supplemental Rent.

                  Lessee  shall pay to Lessor or its  designee  or to the Person
entitled thereto any and all Supplemental Rent promptly as the same shall become
due and payable,  and if Lessee fails to pay any Supplemental Rent, Lessor shall
have all rights,  powers and remedies provided for herein or by law or equity or
otherwise  in the  case of  nonpayment  of  Basic  Rent.  Without  limiting  the
generality of the definition of "Supplemental  Rent," Lessee shall pay to Lessor
as Supplemental  Rent, among other things, on demand, to the extent permitted by
applicable Legal Requirements,  (a) any and all unpaid fees,  charges,  payments
and other  obligations  (except the  obligations  of Lessor to pay the principal
amount of the Loans and the  Holder  Amount)  due and

                                       2

<PAGE>


owing by Lessor  under the Credit  Agreement,  the Trust  Agreement or any other
Operative Agreement (including specifically without limitation any amounts owing
to the Lenders  under  Section 2.11 or Section 2.12 of the Credit  Agreement and
any amounts  owing to the Holders under Section 3.9 or Section 3.10 of the Trust
Agreement)  and (b) interest at the applicable  Base Rate on any  installment of
Basic Rent not paid when due (subject to the  applicable  grace  period) for the
period for which the same shall be overdue  and on any  payment of  Supplemental
Rent not paid when due or demanded by the appropriate Person for the period from
the due date or the date of any such demand,  as the case may be, until the same
shall be paid.  The expiration or other  termination of Lessee's  obligations to
pay Basic Rent  hereunder  shall not limit or modify the  obligations  of Lessee
with respect to Supplemental  Rent. Unless expressly  provided otherwise in this
Lease,  in the event of any  failure on the part of Lessee to pay and  discharge
any  Supplemental  Rent as and when due,  Lessee  shall  also  promptly  pay and
discharge any fine, penalty, interest or cost which may be assessed or added (a)
by any party to an Operative  Agreement  pursuant to the terms of such agreement
or (b) by any Person that is not a party to an Operative Agreement, in each case
for  nonpayment or late payment of such  Supplemental  Rent,  all of which shall
also constitute Supplemental Rent.

         3.4.     Performance on a Non-Business Day.

                  If any Basic Rent is required hereunder on a day that is not a
Business Day, then such Basic Rent shall be due on the  corresponding  Scheduled
Interest Payment Date. If any Supplemental  Rent is required  hereunder on a day
that is not a Business Day, then such Supplemental Rent shall be due on the next
succeeding Business Day.

         3.5.     Rent Payment Provisions.

                  Lessee shall make  payment of all Basic Rent and  Supplemental
Rent when due regardless of whether any of the Operative  Agreements pursuant to
which  same is  calculated  and is owing  shall have been  rejected,  avoided or
disavowed  in any  bankruptcy  or  insolvency  proceeding  involving  any of the
parties to any of the Operative  Agreements.  Such  provisions of such Operative
Agreements and their related  definitions are  incorporated  herein by reference
and shall survive any termination,  amendment or rejection of any such Operative
Agreements.

                                   ARTICLE IV

         4.1.     Utility Charges; Taxes.

                  Lessee  shall  pay  or  cause  to  be  paid  all  charges  for
electricity,  power, gas, oil, water, telephone,  sanitary sewer service and all
other rents and  utilities  used in or on any Property and related real property
during the Term.  Lessee  shall be entitled to receive any credit or refund with
respect to any utility  charge paid by Lessee.  Unless a Lease  Default or Lease
Event of Default shall have occurred and be continuing, the amount of any credit
or refund  received by Lessor on account of any utility  charges paid by Lessee,
net of the costs and  expenses  incurred by Lessor in  obtaining  such credit or
refund, shall be promptly paid over to Lessee. In addition,  Lessee shall pay or
cause to be paid all taxes or tax assessments against any Property.  All charges
for  utilities  and all taxes or tax  assessments  imposed  with  respect to any
Property for a billing period (or in the cases of tax assessments, a tax period)
during which this Lease expires or terminates  shall be adjusted and prorated on
a daily basis between  Lessor and Lessee,  and each party shall pay or reimburse
the other for such party's pro rata share thereof.

                                       3

<PAGE>

                                   ARTICLE V

         5.1.     Quiet Enjoyment.

                  Subject to the rights of Lessor contained in Sections 17.2 and
17.3 and the other terms of this Lease and the other Operative Agreements and so
long as no Lease Event of Default shall have occurred and be continuing,  Lessee
shall  peaceably  and  quietly  have,  hold  and  enjoy  each  Property  for the
applicable  Term,  free of any  claim  or  other  action  by  Lessor  or  anyone
rightfully claiming by, through or under Lessor (other than Lessee) with respect
to any matters arising from and after the Basic Term Commencement Date.

                                   ARTICLE VI

         6.1.     Net Lease.

                  This Lease shall constitute a net lease. Any present or future
law to the contrary  notwithstanding,  this Lease shall not terminate, nor shall
Lessee be entitled to any abatement,  suspension,  deferment, reduction, setoff,
counterclaim,  or defense with respect to the Rent, nor shall the obligations of
Lessee  hereunder  be affected  (except as  expressly  herein  permitted  and by
performance  of the  obligations  in connection  therewith) by reason of (a) any
damage to or destruction of any Property or any part thereof;  (b) any taking of
any  Property  or any part  thereof  or  interest  therein  by  Condemnation  or
otherwise;  (c)  any  prohibition,  limitation,  restriction  or  prevention  of
Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any
interference  with such use,  occupancy  or  enjoyment  by any Person or for any
other reason;  (d) any title defect,  Lien or any matter  affecting title to any
Property;  (e) any eviction by paramount title or otherwise;  (f) any default by
Lessor  hereunder;  (g) any action for bankruptcy,  insolvency,  reorganization,
liquidation, dissolution or other proceeding relating to or affecting the Agent,
any Lender,  Lessor, Lessee, any Holder or any Governmental  Authority;  (h) the
impossibility  or illegality of performance  by Lessor,  Lessee or both, (i) any
action  of  any  Governmental  Authority  or  any  other  Person;  (j)  Lessee's
acquisition  of  ownership  of all or part of any  Property;  (k)  breach of any
warranty or  representation  with  respect to any  Property or of any  Operative
Agreement;  (1) any defect in the  condition,  quality or fitness for use of any
Property or any part  thereof;  or (m) any other cause or  circumstance  whether
similar or  dissimilar  to the  foregoing  and whether or not Lessee  shall have
notice or knowledge of any of the foregoing.  The foregoing clause (j) shall not
prevent the  termination of the Lease in accordance with the terms hereof if the
Lessee  purchases all of the  Properties  pursuant to Section 20.1 or 20.2.  The
parties  intend that the  obligations  of Lessee  hereunder  shall be covenants,
agreements  and  obligations   that  are  separate  and  independent   from  any
obligations  of Lessor  hereunder  and shall  continue  unaffected  unless  such
covenants,  agreements and obligations shall have been modified or terminated in
accordance  with  an  express  provision  of  this  Lease.   Lessor  and  Lessee
acknowledge  and  agree  that the  provisions  of this  Section  6.1  have  been
specifically  reviewed and agreed to, and that this Lease has been negotiated by
the parties.

                                       4

<PAGE>

         6.2.     No Termination or Abatement.

                  Lessee shall remain  obligated  under this Lease in accordance
with its terms and shall not take any action to terminate, rescind or avoid this
Lease,  notwithstanding any action for bankruptcy,  insolvency,  reorganization,
liquidation,   dissolution,   or  other  proceeding   affecting  Lessor  or  any
Governmental  Authority,  or any  action  with  respect  to  this  Lease  or any
Operative Agreement which may be taken by any trustee, receiver or liquidator of
Lessor or any  Governmental  Authority  or by any court with  respect to Lessor,
Lessee,  any Holder,  or any  Governmental  Authority.  Lessee hereby waives all
right (a) to terminate or surrender  this Lease  (except as permitted  under the
terms of the  Operative  Agreements)  or (b) to avail  itself of any  abatement,
suspension,  deferment,  reduction, setoff, counterclaim or defense with respect
to any Rent.  Lessee shall remain  obligated under this Lease in accordance with
its terms and Lessee hereby waives any and all rights now or hereafter conferred
by  statute  or  otherwise  to modify  or to avoid  strict  compliance  with its
obligations  under this Lease.  Notwithstanding  any such statute or  otherwise,
Lessee  shall be bound by all of the  terms  and  conditions  contained  in this
Lease.

                                  ARTICLE VII

         7.1.     Ownership of the Properties.

         (a)      Lessor and Lessee  intend  that (i) for  financial  accounting
                  purposes with respect to Lessee (A) this Lease will be treated
                  as an  "operating  lease"  pursuant to  Statement of Financial
                  Accounting  Standards  No. 13, as amended,  (B) Lessor will be
                  treated  as the owner and  lessor  of the  Properties  and (C)
                  Lessee  will be treated as the lessee of the  Properties,  but
                  (ii) for federal and all state and local income tax  purposes,
                  for bankruptcy  purposes and all other purposes (A) this Lease
                  will be treated as a financing arrangement and (B) Lessee will
                  be treated as the owner of the Properties and will be entitled
                  to all tax benefits ordinarily available to owners of property
                  similar to the Properties  for such tax purposes,  and (C) all
                  payments  of  Basic  Rent  shall  be  deemed  to  be  interest
                  payments.  Consistent  with the  foregoing,  Lessee intends to
                  claim  depreciation  and cost recovery  deductions  associated
                  with  the  Properties,  and  Lessor  agrees  not to  take  any
                  inconsistent  position  on its  income  tax  returns.  Neither
                  Lessor,  the Agent, any Lender,  any Holder,  UBS Warburg LLC,
                  Deutsche Bank  Securities,  Inc., The Chase Manhattan Bank nor
                  Deutsche Bank AG, New York Branch makes any  representation or
                  warranty  with respect to the foregoing  matters  described in
                  this Section 7.1 and will assume no liability for the Lessee's
                  accounting treatment of this transaction.

         (b)      For all purposes other than as set forth in Section 7.1(a)(i),
                  Lessor and Lessee  intend this Lease to  constitute  a finance
                  lease and not a true lease.  Lessor and Lessee  further intend
                  and  agree  that,   for  the  purpose  of  securing   Lessee's
                  obligations  hereunder  (i) this Lease shall be deemed to be a
                  security agreement and financing  statement within the meaning
                  of Article 9 of the Uniform Commercial Code respecting each of
                  the Properties to the extent such is personal  property and an
                  irrevocable  grant  and  conveyance  of each  Property  to the
                  Lessor as security for the Lessee's  obligations  hereunder to
                  the extent  such is real

                                       5

<PAGE>


                  property;  (ii) the  acquisition  of title  (or to the  extent
                  applicable, a leasehold interest) in the Properties referenced
                  in  Article  II shall be deemed to be (A) a grant by Lessee to
                  Lessor of a lien on and  security  interest in all of Lessee's
                  right,  title and  interest  in and to each  Property  and all
                  proceeds (including without limitation  insurance proceeds) of
                  each  Property,  whether  in the  form of  cash,  investments,
                  securities or other property,  and (B) an assignment by Lessee
                  to Lessor of all rents,  profits  and income  produced by each
                  Property;  and (iii)  notifications  to Persons  holding  such
                  Property, and acknowledgments,  receipts or confirmations from
                  financial intermediaries, bankers or agents (as applicable) of
                  Lessee  shall be deemed to have been given for the  purpose of
                  perfecting such security interest under applicable law. Lessor
                  and  Lessee  shall  promptly  take  such  actions  as  may  be
                  necessary or advisable in either  party's  opinion  (including
                  without  limitation  the  filing of  Uniform  Commercial  Code
                  Financing   Statements  or  Uniform  Commercial  Code  Fixture
                  Filings) to ensure that the lien and security  interest in the
                  Properties  will be deemed to be a perfected lien and security
                  interest of first  priority  under  applicable law and will be
                  maintained as such throughout the Term.

                                  ARTICLE VIII

         8.1.     Condition of the Properties.

                  LESSEE   ACKNOWLEDGES  AND  AGREES  THAT  IT  IS  LEASING  THE
PROPERTIES  "AS IS" WITHOUT  REPRESENTATION,  WARRANTY  OR COVENANT  (EXPRESS OR
IMPLIED) BY LESSOR AND IN EACH CASE SUBJECT TO (A) THE EXISTING  STATE OF TITLE,
(B) THE RIGHTS OF ANY PARTIES IN POSSESSION  THEREOF (IF ANY),  (C) ANY STATE OF
FACTS  WHICH AN  ACCURATE  SURVEY OR PHYSICAL  INSPECTION  MIGHT  SHOW,  (D) ALL
APPLICABLE LEGAL REQUIREMENTS AND (E) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY
EXIST ON THE DATE  HEREOF.  NEITHER  LESSOR NOR THE AGENT NOR ANY LENDER NOR ANY
HOLDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION,  WARRANTY OR
COVENANT  (EXPRESS  OR  IMPLIED)  OR  SHALL  BE  DEEMED  TO HAVE  ANY  LIABILITY
WHATSOEVER  AS TO  THE  TITLE,  VALUE,  HABITABILITY,  USE,  CONDITION,  DESIGN,
OPERATION,  MERCHANTABILITY  OR  FITNESS  FOR USE OF ANY  PROPERTY  (OR ANY PART
THEREOF), OR ANY OTHER REPRESENTATION,  WARRANTY OR COVENANT WHATSOEVER, EXPRESS
OR IMPLIED,  WITH  RESPECT TO ANY PROPERTY  (OR ANY PART  THEREOF),  AND NEITHER
LESSOR  NOR THE AGENT NOR ANY  LENDER  NOR ANY  HOLDER  SHALL BE LIABLE  FOR ANY
LATENT,  HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF ANY PROPERTY, OR ANY
PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT. THE LESSEE HAS BEEN AFFORDED
FULL OPPORTUNITY TO INSPECT EACH PROPERTY AND THE IMPROVEMENTS THEREON (IF ANY),
IS (INSOFAR AS THE LESSOR, THE AGENT, EACH LENDER AND EACH HOLDER ARE CONCERNED)
SATISFIED  WITH THE RESULTS OF ITS  INSPECTIONS  AND IS ENTERING INTO THIS LEASE
SOLELY  ON THE  BASIS  OF THE  RESULTS  OF ITS OWN  INSPECTIONS,  AND ALL  RISKS
INCIDENT TO THE MATTERS  DESCRIBED  IN THE  PRECEDING  SENTENCE,  AS BETWEEN THE
LESSOR, THE AGENT, THE LENDERS AND THE HOLDERS, ON THE ONE HAND, AND THE LESSEE,
ON THE OTHER HAND, ARE TO BE BORNE BY LESSEE.

                                       6

<PAGE>


         8.2.     Possession and Use of the Properties.

         (a)      At all times during the Term, the Properties  shall be used by
                  Lessee or any sublessee  permitted  under Section 25.2 for the
                  provision of rehabilitation and other healthcare  services and
                  related  activities  in the ordinary  course of its  business.
                  Lessee  shall pay, or cause to be paid,  all charges and costs
                  required  in  connection  with  the use of the  Properties  as
                  contemplated by this Lease.  Lessee shall not commit or permit
                  any waste of the Properties or any part thereof.

         (b)      Lessee  represents  and  warrants  that the address  stated in
                  Section  29.1 of this Lease is the chief place of business and
                  chief  executive  office of Lessee  (as such terms are used in
                  Section 9-103 (or other corresponding  section) of the Uniform
                  Commercial  Code of any applicable  jurisdiction),  and Lessee
                  will provide Lessor with prior written notice of any change of
                  location of its chief  place of  business  or chief  executive
                  office.  Regarding  the  Properties,   Lessee  represents  and
                  warrants that Schedules I-A and I-B hereto correctly  identify
                  the   initial   location   of  the   related   Equipment   and
                  Improvements,  and  Schedule  I-C hereto  contains an accurate
                  legal  description for the Land. Lessee has no other places of
                  business where the Equipment or  Improvements  will be located
                  other than as identified on Schedule I-C.

         (c)      Lessee will not attach or incorporate any item of Equipment to
                  or in any other item of equipment  or personal  property or to
                  or in  any  real  property  (except  the  Land  identified  in
                  Schedule  I-C)  in a  manner  that  could  give  rise  to  the
                  assertion  of any Lien on such item of  Equipment by reason of
                  such  attachment or the assertion of a claim that such item of
                  Equipment  has  become a fixture  and is  subject to a Lien in
                  favor of a third  party  that is prior  to the  Liens  thereon
                  created by the Operative Agreements.

          (d)     At all times  during the Term,  Lessee  will  comply  with all
                  obligations  under, and (to the extent no Event of Default has
                  occurred and is  continuing  and provided  that such  exercise
                  will not impair the value of any Property)  shall be permitted
                  to exercise all rights and remedies  under,  all operation and
                  easement   agreements   and  related  or  similar   agreements
                  applicable to each Property.

                                   ARTICLE IX

         9.1.     Compliance with Legal Requirements and Insurance Requirements.

                  Subject to the terms of Article  XIII  relating  to  permitted
contests,  Lessee,  at its sole  cost and  expense,  shall (i)  comply  with all
material Legal  Requirements  (including  without  limitation all  Environmental
Laws), and all Insurance Requirements relating to the Properties,  including the
use, development,  construction,  operation,  maintenance, repair, refurbishment
and  restoration  thereof,  whether or not  compliance  therewith  shall require
structural or  extraordinary  changes in the  Improvements or interfere with the
use and  enjoyment of any Property,  and (ii)

                                       7

<PAGE>


procure,  maintain  and comply  with all  material  licenses,  permits,  orders,
approvals, consents and other authorizations required for the construction, use,
maintenance  and  operation  of any  Property  and  for  the  use,  development,
construction,   operation,   maintenance,   repair   and   restoration   of  the
Improvements.

                                   ARTICLE X

         10.1.    Maintenance and Repair; Return.

         (a)      Lessee,  at its sole cost and  expense,  shall  maintain  each
                  Property in good condition, repair and working order (ordinary
                  wear  and  tear  excepted)  and  make  all  necessary  repairs
                  thereto, of every kind and nature whatsoever, whether interior
                  or  exterior,   ordinary  or   extraordinary,   structural  or
                  nonstructural,  or  foreseen  or  unforeseen,  in each case as
                  required by all Legal  Requirements,  Insurance  Requirements,
                  and manufacturer's specifications and standards and on a basis
                  consistent with the operation and maintenance of properties or
                  equipment comparable in type and function to such Property and
                  in  compliance  with  standard  industry  practice,   subject,
                  however,  to the  provisions  of  Article  XV with  respect to
                  Condemnation and Casualty.

         (b)      Lessee shall not move,  use or relocate  any  component of any
                  Property  beyond the  boundaries of the Land without  Lessor's
                  prior written consent, which consent shall not be unreasonably
                  withheld or delayed.

         (c)      If any material  component  of any Property  becomes worn out,
                  lost,   destroyed,   damaged   beyond   repair  or   otherwise
                  permanently  rendered  unfit  for  use,  Lessee,  at  its  own
                  expense,  will within a reasonable time replace such component
                  with a  replacement  component  which is free and clear of all
                  Liens (other than  Permitted  Liens) and has a value,  utility
                  and useful life at least equal to the component replaced.  All
                  components  which are added to any Property shall  immediately
                  become  the  property  of,  and title  thereto  shall vest in,
                  Lessor, and shall be deemed  incorporated in such Property and
                  subject  to the terms of this  Lease as if  originally  leased
                  hereunder.

         (d)      Upon reasonable  advance  notice,  Lessor and its agents shall
                  have the right to inspect each  Property  and the  maintenance
                  records with  respect  thereto at any  reasonable  time during
                  normal  business  hours but shall not  materially  disrupt the
                  business of Lessee.

         (e)      In  addition to any  Appraisal  required by Section 5.3 of the
                  Participation Agreement, Lessee shall cause to be delivered to
                  Lessor (at Lessee's  sole expense) any  additional  Appraisals
                  (or  reappraisals) as Lessor or the Agent may deem appropriate
                  (i) if an Event of Default has occurred and is continuing,  or
                  (ii) if any one of Lessor, the Agent, any Lender or any Holder
                  is required  pursuant to any applicable  Legal  Requirement to
                  obtain such an Appraisal (or reappraisal).

         (f)      Lessor shall under no  circumstances  be required to build any
                  improvements on any Property, make any repairs,  replacements,
                  alterations  or renewals of any

                                       8

<PAGE>

                  nature or description to such Property,  make any  expenditure
                  whatsoever  in  connection  with this  Lease or  maintain  any
                  Property in any way. Lessor shall not be required to maintain,
                  repair or rebuild all or any part of any Property,  and Lessee
                  waives the right to (i) require Lessor to maintain, repair, or
                  rebuild all or any part of any  Property  (unless such repairs
                  are needed to cure  damage to a  Property  caused by the gross
                  negligence or willful misconduct of the Lessor),  or (ii) make
                  repairs  at the  expense  of  Lessor  pursuant  to  any  Legal
                  Requirement,   Insurance  Requirement,   contract,  agreement,
                  covenants, condition or restriction at any time in effect.

         (g)      Lessee shall,  upon the  expiration or earlier  termination of
                  this Lease with respect to the Properties, if Lessee shall not
                  have  exercised  its  Purchase  Option  with  respect  to  the
                  Properties,  surrender the Properties to Lessor,  or the third
                  party  purchaser,  as the case  may be,  subject  to  Lessee's
                  obligations  under this Lease  (including  without  limitation
                  Sections 9.1, 10.1(a)-(f), 10.2. 11.1 12.1, 22.1 and 23.1) and
                  the other Operative Agreements.

         10.2.    Environmental Inspection.

                  If (a)  Lessee  has not given  notice of the  exercise  of its
Purchase  Option on the Expiration  Date pursuant to Section 20.2, or (b) Lessee
has given  notice,  pursuant to Section  20.2 of its  election  to remarket  the
Properties pursuant to Section 22.1 then, in either case, not more than 120 days
nor less than 60 days prior to the Expiration  Date,  Lessee shall,  at its sole
cost and  expense,  provide  to Lessor  and the  Agent a report  by a  reputable
environmental  consultant selected by Lessee,  which report shall be in form and
substance  reasonably  satisfactory  to Lessor  and the Agent and shall  include
without limitation a "Phase I" environmental report (or update of a prior "Phase
I" report that was previously  delivered to the Lessor and the Agent) on each of
the  Properties.  If the report  delivered  pursuant to the  preceding  sentence
recommends  that a "Phase II" report or other  supplemental  report be obtained,
the Lessee  shall,  at its own cost and expense,  not less than thirty (30) days
prior to such Expiration  Date or Payment Date,  provide to Lessor and the Agent
such "Phase II" or other report, in form and substance  reasonably  satisfactory
to Lessor and the Agent.  If Lessee  fails to provide  such Phase I, Phase II or
other supplemental  reports with respect to any Property within the time periods
required by this Section 10.2, or if such report or reports are not satisfactory
in scope or content to the Agent or the Lessor (in their sole discretion),  then
notwithstanding  any other provision of this Lease, Lessor may require Lessee to
purchase all of the Properties on such  Expiration  Date or Payment Date for the
Termination Value thereof,  plus all Rent due and payable, and all other amounts
due and owing under any Operative Agreement.

                                   ARTICLE XI

         11.1.    Modifications.

                  Lessee at its sole cost and expense, at any time and from time
to time  without  the  consent  of  Lessor  may make  alterations,  renovations,
improvements and additions to any Property or any part thereof and substitutions
and replacements  therefor  (collectively,  "Modifications")  and shall make any
Modifications required by all applicable Legal

                                       9

<PAGE>


Requirements;  provided,  that: (i) except for any  Modification  required to be
made pursuant to a Legal  Requirement,  no Modification  shall materially impair
the  value,  utility or useful  life of any  Property  from that  which  existed
immediately  prior to such  Modification;  (ii) the  Modification  shall be done
expeditiously  and in a good and workmanlike  manner;  (iii) Lessee shall comply
with all material  Legal  Requirements  (including all  Environmental  Laws) and
Insurance  Requirements  applicable  to  the  Modification,   including  without
limitation the obtaining of all permits and  certificates of occupancy,  and the
structural  integrity of any Property shall not be adversely  affected;  (iv) to
the extent  required by Section  14.2(a),  Lessee shall maintain  builders' risk
insurance at all times when a  Modification  is in progress;  (v) subject to the
terms of Article XIII relating to permitted contests, Lessee shall pay all costs
and expenses and discharge  any Liens arising with respect to the  Modification;
(vi)  such  Modification  shall  comply  with  the  requirements  of this  Lease
(including without limitation  Sections 8.2 and 10.1); and (vii) no Improvements
shall be demolished. Modifications that (y) are not required for any Property or
any part thereof  pursuant to any Legal  Requirement  or  otherwise  and (z) are
severable from the applicable  Property without damage or other loss of value to
such  Property  (other than the value added by such  Modification)  shall become
property  of the  Lessee,  and title to such  Modifications  shall rest with the
Lessee.  Except  as  set  forth  in  the  immediately  preceding  sentence,  all
Modifications  shall become  property of the Lessor and shall be subject to this
Lease,  and  title  to  any  component  of  any  Property  comprising  any  such
Modifications shall immediately vest in Lessor.

                                  ARTICLE XII

         12.1.    Warranty of Title.

         (a)      Lessee agrees that,  except as otherwise  provided  herein and
                  subject to the terms of Article  XIII  relating  to  permitted
                  contests,  Lessee shall not directly or  indirectly  create or
                  allow to remain, and shall promptly discharge at its sole cost
                  and expense,  (i) any Lien,  defect,  attachment,  levy, title
                  retention   agreement  or  claim  upon  any  Property  or  any
                  Modifications or (ii) any Lien, attachment, levy or claim with
                  respect to the Rent or with respect to any amounts held by the
                  Agent  pursuant  to the Credit  Agreement,  in each case other
                  than Permitted  Liens and Lessor Liens.  Lessee shall promptly
                  notify Lessor in the event it receives actual knowledge that a
                  Lien other than a Permitted  Lien or Lessor Lien has  occurred
                  with  respect  to any  Property,  and  Lessee  represents  and
                  warrants  to, and  covenants  with,  Lessor  that the Liens in
                  favor of the Lessor  created by the Operative  Agreements  are
                  first  priority  perfected  Liens  subject  only to  Permitted
                  Liens.

         (b)      Nothing   contained  in  this  Lease  shall  be  construed  as
                  constituting  the consent or request of Lessor,  expressed  or
                  implied,   to  or  for  the  performance  by  any  contractor,
                  mechanic,  laborer,  materialman,  supplier  or  vendor of any
                  labor or services or for the  furnishing  of any materials for
                  any construction,  alteration,  addition, repair or demolition
                  of or to any  Property  or any part  thereof  NOTICE IS HEREBY
                  GIVEN  THAT  LESSOR IS NOT AND  SHALL  NOT BE  LIABLE  FOR ANY
                  LABOR,  SERVICES OR MATERIALS  FURNISHED OR TO BE FURNISHED TO
                  LESSEE,  OR TO ANYONE  HOLDING A PROPERTY OR

                                       10

<PAGE>

                  ANY  PART  THEREOF  THROUGH  OR  UNDER  LESSEE,  AND  THAT  NO
                  MECHANIC'S  OR OTHER  LIENS FOR ANY SUCH  LABOR,  SERVICES  OR
                  MATERIALS  SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN
                  AND TO SUCH PROPERTY.

                                  ARTICLE XIII

         13.1.    Permitted Contests Other Than in Respect of Indemnities.

                  Except to the extent  otherwise  provided for in Section 13 of
the  Participation  Agreement,  Lessee,  on its own or on Lessor's behalf but at
Lessee's sole cost and expense,  may contest,  by appropriate  administrative or
judicial proceedings conducted in good faith and with due diligence, the amount,
validity  or  application,  in whole or in part,  of any Legal  Requirement,  or
utility charges payable pursuant to Section 4.1 or any Lien,  attachment,  levy,
encumbrance or  encroachment,  and Lessor agrees not to pay, settle or otherwise
compromise any such item, provided that (a) the commencement and continuation of
such proceedings shall suspend the collection of any such contested amount from,
and suspend the enforcement thereof against, the subject Property,  Lessor, each
Holder,  the Agent and each Lender; (b) there shall not be imposed a Lien (other
than  Permitted  Liens) on any Property and no part of any Property nor any Rent
shall be in any danger of being sold,  forfeited,  lost or  deferred;  (c) at no
time during the  permitted  contest  shall there be a risk of the  imposition of
criminal  liability or material civil liability on Lessor, any Holder, the Agent
or any Lender for failure to comply therewith; and (d) in the event that, at any
time,  there shall be a material risk of extending the  application of such item
beyond the end of the Term,  then Lessee  shall  deliver to Lessor an  Officer's
Certificate  certifying  as to the matters set forth in clauses (a), (b) and (c)
of this Section 13.1.  Lessor, at Lessee's sole cost and expense,  shall execute
and deliver to Lessee such  authorizations and other documents as may reasonably
be required in connection with any such contest and, if reasonably  requested by
Lessee, shall join as a party therein at Lessee's sole cost and expense.

                                  ARTICLE XIV

         14.1.    Public Liability and Workers' Compensation Insurance.

                  During the Term,  Lessee shall procure and carry,  at Lessee's
sole cost and expense,  commercial  general  liability  insurance for claims for
injuries or death sustained by persons or damage to property while on a Property
or the premises  where the Equipment is located and such other public  liability
coverages  as are then  customarily  carried  by  similarly  situated  companies
conducting business similar to that conducted by Lessee. Such insurance shall be
on terms and in amounts that are no less favorable than insurance  maintained by
Lessee with respect to similar  properties  and  equipment  that it owns and are
then carried by similarly situated companies conducting business similar to that
conducted by Lessee. The policies shall be endorsed to name Lessor, the Holders,
the Agent and the  Lenders as  additional  insureds  and, to the extent of their
interest,  loss payees.  The policies shall also specifically  provide that such
policies shall be considered  primary insurance which shall apply to any loss or
claim before any  contribution  by any insurance which Lessor,  any Holder,  the
Agent or any Lender may have in force.  Lessee  shall,  in the operation of each
Property,  comply with the  applicable  workers'  compensation  laws and protect
Lessor,  each Holder, the Agent and each Lender against any liability under such
laws.

                                       11

<PAGE>

14.2.    Hazard and Other Insurance.

         (a)      During the Term,  Lessee shall keep, or cause to be kept, each
                  Property  insured  against  loss or  damage  by fire and other
                  risks and  shall  maintain  builders'  risk  insurance  during
                  construction of any  Improvements or  Modifications in amounts
                  not less than the replacement  value from time to time of such
                  Property  and on  terms  that (a) are no less  favorable  than
                  insurance  covering other similar  properties  owned by Lessee
                  and (b) are  then  carried  by  similarly  situated  companies
                  conducting  business similar to that conducted by Lessee.  The
                  policies  shall be endorsed to name Lessor,  the Holders,  the
                  Agent  and the  Lenders,  to the  extent  of their  respective
                  interests,  as additional loss payees;  provided, that so long
                  as no Lease Event of Default has occurred  and is  continuing,
                  any loss payable under the insurance policies required by this
                  Section will be paid to Lessee.

         (b)      If,  during the Term,  the area in which a Property is located
                  is  designated  a  "flood-prone"  area  pursuant  to the Flood
                  Disaster   Protection  Act  of  1973,  or  any  amendments  or
                  supplements  thereto,   then  Lessee  shall  comply  with  the
                  National  Flood  Insurance  Program  as set forth in the Flood
                  Disaster  Protection  Act of 1973.  In  addition,  Lessee will
                  fully  comply  with the  requirements  of the  National  Flood
                  Insurance Act of 1968 and the Flood Disaster Protection Act of
                  1973,  as each may be amended from time to time,  and with any
                  other Legal  Requirement  concerning  flood  insurance  to the
                  extent that it may apply to any such Property.

         14.3.    Coverage.

         (a)      As of the date of this Lease and annually  thereafter  so long
                  as this Lease remains in effect,  Lessee shall furnish  Lessor
                  and the Agent with  certificates  prepared by the  insurers or
                  insurance  broker of Lessee  showing  the  insurance  required
                  under  Sections 14.1 and 14.2 to be in effect,  naming (except
                  with respect to workers'  compensation  insurance) Lessor, the
                  Holders,  the Agent and the Lenders as additional insureds and
                  loss  payees and  evidencing  the other  requirements  of this
                  Article  XIV.  All  such  insurance  shall  be at the cost and
                  expense  of Lessee  and  provided  by  nationally  recognized,
                  financially sound insurance companies. Such certificates shall
                  include a  provision  for thirty  (30) days'  advance  written
                  notice by the  insurer to Lessor and the Agent in the event of
                  cancellation or material  alteration of such  insurance.  If a
                  Lease  Event of Default has  occurred  and is  continuing  and
                  Lessor so requests,  Lessee shall  deliver to Lessor copies of
                  all insurance policies required by Sections 14.1 and 14.2.

         (b)      Lessee agrees that any insurance  policy  required by Sections
                  14.1,   14.2(a)  and  14.2(b)  shall  include  an  appropriate
                  provision  that such  policy  will not be  invalidated  should
                  Lessee  waive,  at any time,  any or all  rights  of  recovery
                  against any party for losses  covered by such policy or due to
                  any  breach  of   warranty,

                                       12

<PAGE>

                  fraud, action,  inaction or misrepresentation by Lessee or any
                  Person  acting on behalf of Lessee.  Lessee  hereby waives any
                  and all such rights against the Lessor, the Holders, the Agent
                  and the  Lenders  to the extent of  payments  made to any such
                  Person under any such policy.

         (c)      Neither  Lessor  nor Lessee  shall  carry  separate  insurance
                  concurrent  in kind or form or  contributing  in the  event of
                  loss with any  insurance  required  under  this  Article  XIV,
                  except that Lessor may carry separate  liability  insurance at
                  Lessor's  sole  cost  so  long as (i)  Lessee's  insurance  is
                  designated  as primary and in no event excess or  contributory
                  to any insurance Lessor may have in force which would apply to
                  a loss  covered  under  Lessee's  policy  and (ii)  each  such
                  insurance  policy will not cause Lessee's  insurance  required
                  under  this  Article  XIV  to  be  subject  to  a  coinsurance
                  exception of any kind.

         (d)      Lessee  shall  pay as they  become  due all  premiums  for the
                  insurance  required by Section  14.1 and Section  14.2,  shall
                  renew or replace  each  policy  prior to the  expiration  date
                  thereto and shall otherwise  maintain the coverage required by
                  such Sections without any lapse in coverage.

         (e)      Notwithstanding  anything to the  contrary  contained  in this
                  Section,  Lessee's obligations to carry the insurance provided
                  for herein may be brought  within the  coverage of a so-called
                  blanket policy or policies of insurance  carried or maintained
                  by  Lessee;  provided,  however,  that the  coverage  afforded
                  Lessor  will not be  reduced or  diminished  or  otherwise  be
                  different from that which would exist under separate  policies
                  meeting all other  requirements  of this  Lease,  and that the
                  requirements of this Article XIV are otherwise satisfied.

                                   ARTICLE XV

         15.1.    Casualty and Condemnation.

         (a)      Subject to the  provisions  of this Article XV and Article XVI
                  (in the event Lessee delivers,  or is obligated to deliver,  a
                  Termination   Notice),   and  prior  to  the   occurrence  and
                  continuation  of a Lease  Default or Lease  Event of  Default,
                  Lessee  shall  be  entitled  to  receive  (and  Lessor  hereby
                  irrevocably assigns to Lessee all of Lessor's right, title and
                  interest in) any award,  compensation  or  insurance  proceeds
                  under Sections 14.2(a) or (b) hereof to which Lessee or Lessor
                  may become entitled by reason of their respective interests in
                  each  Property  (i) if all or a portion  of such  Property  is
                  damaged or destroyed in whole or in part by a Casualty or (ii)
                  if the use,  access,  occupancy,  easement  rights or title to
                  such  Property  or  any  part  thereof  is  the  subject  of a
                  Condemnation;  provided,  however,  that if a Lease Default or
                  Lease Event of Default shall have occurred and be  continuing,
                  such award,  compensation or insurance  proceeds shall be paid
                  directly to Lessor or, if received by Lessee, shall be held in
                  trust for  Lessor,  and shall be paid over by Lessee to Lessor
                  and held in accordance  with the terms of this  paragraph (a).
                  All amounts held by Lessor  hereunder on account of any award,
                  compensation  or insurance  proceeds  either paid  directly to
                  Lessor or turned over to Lessor  shall be held as security for
                  the performance of Lessee's obligations hereunder.

                                       13

<PAGE>


         (b)      Lessee may appear in any  proceeding  or action to  negotiate,
                  prosecute,   adjust  or  appeal   any  claim  for  any  award,
                  compensation  or  insurance  payment  on  account  of any such
                  Casualty or Condemnation  and shall pay all expenses  thereof.
                  At Lessee's reasonable request,  and at Lessee's sole cost and
                  expense,  Lessor and the Agent shall  participate  in any such
                  proceeding,  action,  negotiation,  prosecution or adjustment.
                  Lessor and Lessee  agree that this  Lease  shall  control  the
                  rights  of  Lessor  and  Lessee  in  and to  any  such  award,
                  compensation or insurance payment.

         (c)      If Lessee  shall  receive  notice of a Casualty  or a possible
                  Condemnation  of a  Property  or any  interest  therein  where
                  damage to such  Property is  estimated  to equal or exceed ten
                  percent  (10%) of the Property Cost of such  Property,  Lessee
                  shall  give  notice  thereof  to the  Lessor  and to the Agent
                  promptly after the receipt of such notice.

         (d)      In the event of a Casualty or a  Condemnation  (regardless  of
                  whether  notice  thereof  must be given  pursuant to paragraph
                  (c)), this Lease shall terminate with respect to such Property
                  in accordance with Section 16.1 if Lessee,  within thirty (30)
                  days after such occurrence, delivers to Lessor and the Agent a
                  Termination Notice to such effect.

         (e)      If,  pursuant to this Section 15.1,  this Lease shall continue
                  in full force and effect  following a Casualty or Condemnation
                  with respect to a Property, Lessee shall, at its sole cost and
                  expense and using,  if  available,  the proceeds of any award,
                  compensation  or insurance  with  respect to such  Casualty or
                  Condemnation (including,  without limitation,  any such award,
                  compensation or insurance which has been received by the Agent
                  and  which  should be turned  over to Lessee  pursuant  to the
                  terms of the  Operative  Agreements,  and if not  available or
                  sufficient,  using its own  funds),  promptly  and  diligently
                  repair any damage to such Property  caused by such Casualty or
                  Condemnation in conformity  with the  requirements of Sections
                  10.1 and 11.1, using the as-built plans and  specifications or
                  manufacturer's  specifications for the applicable Improvements
                  or  Equipment  (as  modified to give effect to any  subsequent
                  Modifications, any Condemnation affecting the Property and all
                  applicable Legal Requirements), so as to restore such Property
                  to substantially the same condition,  operation,  function and
                  value  as  existed  immediately  prior  to  such  Casualty  or
                  Condemnation.  In such  event,  title to such  Property  shall
                  remain with Lessor.

         (f)      In no event shall a Casualty or  Condemnation  with respect to
                  which this Lease  remains in full force and effect  under this
                  Section 15.1 affect Lessee's  obligations to pay Rent pursuant
                  to Section 3.1.

         (g)      Notwithstanding  anything to the contrary set forth in Section
                  15.1(a) or Section  15.1 (e),  if during the Term,  a Casualty
                  occurs with respect to any Property or Lessee  receives notice
                  of a Condemnation with respect to any Property,  and

                                       14

<PAGE>


                  following  such  Casualty or  Condemnation,  (i) such Property
                  cannot  reasonably  be  restored,  repaired  or replaced on or
                  before  the 180th day  prior to the  Expiration  Date (if such
                  Casualty   or   Condemnation   occurs   during  the  Term)  to
                  substantially the same condition as existed  immediately prior
                  to such  Casualty or  Condemnation,  or (ii) on or before such
                  day such  Property  is not in fact so  restored,  repaired  or
                  replaced,  then Lessee  shall be  required  to  purchase  such
                  Property  on  the  next   Payment  Date  and  pay  Lessor  the
                  Termination  Value  for such  Property,  plus any and all Rent
                  then due and owing,  plus all other amounts then due and owing
                  (including  without  limitation  amounts  described  in clause
                  FIRST of Section 22.2).

         15.2.    Environmental Matters.

                  Promptly  upon  Lessee's  actual  knowledge of the presence of
Hazardous  Substances  in  any  portion  of a  Property  in  concentrations  and
conditions  that constitute an  Environmental  Violation and as to which, in the
reasonable  opinion  of  Lessee,  the cost to  undertake  any  legally  required
response, clean up, remedial or other action might result in a cost to Lessee of
more than $100,000,  Lessee shall notify Lessor in writing of such condition. In
the event of any Environmental  Violation  (regardless of whether notice thereof
must be given),  Lessee shall,  not later than thirty (30) days after Lessee has
actual  knowledge of such  Environmental  Violation,  either deliver to Lessor a
Termination Notice pursuant to Section 16.1 if applicable,  or, at Lessee's sole
cost and expense,  promptly and diligently  undertake and complete any response,
clean up, remedial or other action necessary to remove, cleanup or remediate the
Environmental  Violation in accordance  with all  Environmental  Laws. If Lessee
does not deliver a Termination  Notice  pursuant to Section 16.1,  Lessee shall,
upon  completion  of  remedial  action  by  Lessee,  cause to be  prepared  by a
reputable environmental  consultant acceptable to Lessor a report describing the
Environmental  Violation  and the  actions  taken by Lessee  (or its  agents) in
response to such Environmental Violation, and a statement by the consultant that
the Environmental Violation has been remedied in full compliance with applicable
Environmental Law.

         15.3.    Notice of Environmental Matters.

                  Promptly,  but in any event  within  thirty (30) days from the
date Lessee has actual knowledge thereof, Lessee shall provide to Lessor written
notice  of  any  pending  or  threatened   Environmental   Claim  involving  any
Environmental Law or any Release on or in connection with any Property. All such
notices shall describe in reasonable  detail the nature of the claim,  action or
proceeding and Lessee's  proposed response  thereto.  In addition,  Lessee shall
provide to Lessor,  within  five (5)  Business  Days of  receipt,  copies of all
material written  communications with any Governmental Authority relating to any
Environmental  Law in connection  with the Property.  Lessee shall also promptly
provide such detailed reports of any such material  Environmental  Claims as may
reasonably be requested by Lessor.

                                       15

<PAGE>


                                  ARTICLE XVI

         16.1.    Termination Upon Certain Events.

                  If any of the  following  occur:  (i) if the  requirements  of
Section  15.1(c) are satisfied,  or (ii) if the  requirements of Section 15.1(d)
are satisfied and Lessee has determined  pursuant to such section that following
the applicable  Casualty or Condemnation this Lease shall terminate with respect
to the affected Property,  or (iii) Lessee has determined pursuant to the second
sentence  of  Section  15.2  that,  due to the  occurrence  of an  Environmental
Violation,  this Lease shall  terminate  with respect to the affected  Property,
then  Lessee  shall be  obligated  to  deliver,  within  thirty (30) days of its
receipt  of notice  of the  applicable  Condemnation  or the  occurrence  of the
applicable Casualty or Environmental  Violation,  a written notice to the Lessor
in the form  described  in  Section  16.2(a)  (a  "Termination  Notice")  of the
termination of this Lease with respect to the affected Property.

         16.2.    Procedures.

         (a)      A Termination Notice shall contain:  (i) notice of termination
                  of this  Lease  with  respect to the  affected  Property  on a
                  Payment  Date not more than  sixty  (60) days  after  Lessor's
                  receipt of such Termination  Notice (the "Termination  Date");
                  and (ii) a binding and irrevocable  agreement of Lessee to pay
                  the Termination Value for the applicable Property, any and all
                  Rent then due and owing  and all  other  amounts  then due and
                  owing  from  Lessee  under  any  of the  Operative  Agreements
                  (including  without  limitation  amounts  described  in clause
                  FIRST of Section  22.2) and  purchase  such  Property  on such
                  Termination Date.

         (b)      On the  Termination  Date,  Lessee  shall  pay to  Lessor  the
                  Termination  Value for the  applicable  Property,  any and all
                  Rent then due and owing  and all  other  amounts  then due and
                  owing  from  Lessee  under  any  of the  Operative  Agreements
                  (including  without  limitation  amounts  described  in clause
                  FIRST of Section 22.2), and Lessor shall convey such Property,
                  or the  remaining  portion  thereof,  if any,  to  Lessee  (or
                  Lessee's designee), all in accordance with Section 19.1.

                                  ARTICLE XVII

         17.1.    Lease Events of Default.

                  If any one or  more of the  following  events  (each a  "Lease
Event of Default") shall occur:

         (a)      Lessee  shall  fail to make  payment  of (i)  any  Basic  Rent
                  (except as set forth in clause  (ii)) within five (5) Business
                  Days  after the same has  become  due and  payable or (ii) any
                  Termination Value, on the date any such payment is due, or any
                  payment of Basic Rent or Supplemental Rent due on the due date
                  of any such payment of Termination Value, or any amount due on
                  the Expiration Date;

                                       16

<PAGE>


         (b)      Lessee  shall fail to make  payment of any  Supplemental  Rent
                  (other  than   Supplemental   Rent   referred  to  in  Section
                  17.1(a)(ii))  due and payable  within three (3) Business  Days
                  after receipt of notice that such payment is due;

         (c)      Lessee shall fail to maintain insurance as required by Article
                  XIV of this Lease;

         (d)      Lessee or any Consolidated  Entity,  as the case may be, shall
                  fail to observe or perform  any term,  covenant  or  provision
                  (including without limitation any term,  covenant or provision
                  applying  to Lessee  and such  Consolidated  Entity  under the
                  Incorporated  Covenants) of Lessee or any Consolidated Entity,
                  as the case may be,  under this  Lease or any other  Operative
                  Agreement  to which  Lessee is a party  other  than  those set
                  forth in Sections 17.1(a), (b) or (c) hereof, and such failure
                  shall  remain  uncured  for a period of thirty (30) days after
                  the earlier of receipt of written  notice from Lessor  thereof
                  or a  Responsible  Officer  of  Lessee  becomes  aware of such
                  failure;

         (e)      Lessee shall default in the  performance  or observance of any
                  other provision of this Lease or any other Operative Agreement
                  to which  Lessee  is a party  other  than  those  set forth in
                  Sections 17.1(a),  (b), (c) or (d) hereof,  and shall not cure
                  such  default  within  thirty days after the first to occur of
                  (i) the date the  Agent,  Lenders or Lessor  gives  written or
                  telephonic  notice of the default to Lessee,  or (ii) the date
                  the Lessee otherwise has notice thereof;

         (f)      A default shall be made (i) in the payment of any Indebtedness
                  (other than obligations under the Operative Agreements) of the
                  Lessee  or any  Consolidated  Entity  when  due or (ii) in the
                  performance, observance or fulfillment of any term or covenant
                  contained in any agreement or instrument  under or pursuant to
                  which any such  Indebtedness  may have been  issued,  created,
                  assumed,   guaranteed   or   secured  by  the  Lessee  or  any
                  Consolidated  Entity,  if the  effect  of such  default  is to
                  accelerate the maturity of such  Indebtedness or to permit the
                  holder thereof to cause such  Indebtedness to become due prior
                  to its stated  maturity,  and such default  shall not be cured
                  within 10 days after the  occurrence of such default,  and the
                  amount of the Indebtedness involved exceeds $5,000,000;

         (g)      The liquidation or dissolution of Lessee, or the suspension of
                  the business of Lessee, or the filing by Lessee of a voluntary
                  petition  or an answer  seeking  reorganization,  arrangement,
                  readjustment  of its debts or for any other  relief  under the
                  United States Bankruptcy Code, as amended,  or under any other
                  insolvency  act or law,  state or  federal,  now or  hereafter
                  existing, or any other action of Lessee indicating its consent
                  to,  approval  of or  acquiescence  in, any such  petition  or
                  proceeding;  the application by Lessee for, or the appointment
                  by consent or acquiescence of Lessee of a receiver,  a trustee
                  or a custodian of Lessee for all or a substantial  part of its
                  property;  the  making  by Lessee  of any  assignment  for the
                  benefit of creditors; the inability of Lessee or the admission
                  by Lessee in writing of its inability to pay its debts as they
                  mature; or Lessee taking any corporate action to authorize any
                  of the foregoing;

                                       17

<PAGE>


         (h)      The  filing  of an  involuntary  petition  against  Lessee  in
                  bankruptcy or seeking reorganization, arrangement readjustment
                  of its debts or for any other relief  under the United  States
                  Bankruptcy Code, as amended, or under any other insolvency act
                  or law, state or federal,  now or hereafter  existing;  or the
                  involuntary   appointment  of  a  receiver,  a  trustee  or  a
                  custodian  of  Lessee  for  all or a  substantial  part of its
                  property;   or  the  issuance  of  a  warrant  of  attachment,
                  execution or similar process  against any substantial  part of
                  the  property of Lessee,  and the  continuance  of any of such
                  events for ninety (90) days undismissed or undischarged;

         (i)      The adjudication of Lessee as bankrupt or insolvent;

         (j)      The entering of any order in any  proceedings  against  Lessee
                  decreeing the dissolution,  divestiture or split-up of Lessee,
                  and such  order  remains  in effect  for more than  sixty (60)
                  days;

         (k)      Any material report, certificate, financial statement or other
                  instrument  delivered  to  Lessor  by or on  behalf  of Lessee
                  pursuant  to the terms of this  Lease or any  other  Operative
                  Agreement shall be false or misleading in any material respect
                  when made or delivered;

         (l)      A  final  judgment  (after  all  avenues  of  appeal  and  all
                  applicable  appeal  periods  have  expired),  which with other
                  outstanding   final   judgments   against  Lessee  exceeds  an
                  aggregate of $500,000 shall be rendered against Lessee, and if
                  within  thirty (30) days after  entry  thereof  such  judgment
                  shall not have been  discharged,  paid or bonded or  execution
                  thereon stayed pending  appeal,  or if within thirty (30) days
                  after the  expiration of any such stay such judgment shall not
                  have been discharged;

         (m)      Any "Event of Default" (as defined in the Existing HEALTHSOUTH
                  Credit   Agreement,   as  such   agreement   may  be  amended,
                  supplemented  or restated from time to time, to the extent the
                  Majority  Lenders and the Agent agree to any such  amendments,
                  otherwise the form of HEALTHSOUTH  Credit  Agreement  existing
                  before such amendment will continue to control with respect to
                  the  Operative   Agreements)   (hereinafter   referred  to  as
                  "Existing  HEALTHSOUTH  Corporation  Credit Agreement Event of
                  Default")  shall have occurred and be  continuing  (or, in the
                  event  the  Existing  HEALTHSOUTH  Credit  Agreement  has been
                  terminated,  would have  occurred  and be  continuing  had the
                  HEALTHSOUTH  Credit  Agreement  continued to exist) beyond any
                  applicable  notice,  grace or cure  period  (if any)  included
                  within the definition of such Existing HEALTHSOUTH Corporation
                  Credit Agreement Event of Default;

         (n)      Any  material  Environmental  Violation  with respect to which
                  notice to the  Lessor is  required  to be given in  accordance
                  with  Section  15.2 shall  have  occurred  and be  continuing,
                  unless  (i)  the  Lessee  shall   completely   remediate  such
                  Environmental  Violation to the reasonable satisfaction of the
                  Agent and the  Lessor  within 90 days  following  the date the
                  Lessee has actual knowledge of such Environmental

                                       18

<PAGE>

                  Violation or (ii) the Lessee shall  consummate the purchase of
                  the  affected  Property  in  accordance  with and at the price
                  required  by Section  16.2 by the earlier of (A) 60 days after
                  the  Lessor's  receipt of the  respective  Termination  Notice
                  under  Section  16.2(a)  or (B) 90 days  after the  Lessee has
                  actual knowledge of such Environmental Violation;

         (o)      Any  Operative  Agreement  shall cease to be in full force and
                  effect,  other than due to its  expiration or  termination  in
                  accordance with its terms; or

         (p)      If the  Guarantor  shall  default  in the  performance  of any
                  obligations under the Guarantee.

then,  in any such event,  (i) Lessor  may, in addition to the other  rights and
remedies  provided for in this Article XVII and in Section 18.1,  terminate this
Lease by giving Lessee  fifteen (15) days notice of such  termination,  and this
Lease shall  terminate,  and all rights of Lessee  under this Lease shall cease.
Lessee shall, to the fullest extent  permitted by law, pay as Supplemental  Rent
all costs and  expenses  incurred by or on behalf of Lessor,  including  without
limitation  reasonable  fees and  expenses of counsel,  as a result of any Lease
Event of Default hereunder.

         17.2.    Surrender of Possession.

                  If a  Lease  Event  of  Default  shall  have  occurred  and be
continuing, and whether or not this Lease shall have been terminated pursuant to
Section 17.1, Lessee shall,  upon thirty (30) days written notice,  surrender to
Lessor  possession  of the  Properties.  Lessor may enter upon and repossess the
Properties  by such means as are  available at law or in equity,  and may remove
Lessee and all other  Persons and any and all  personal  property  and  Lessee's
equipment and personalty and severable Modifications from the Properties. Lessor
shall have no  liability  by reason of any such entry,  repossession  or removal
performed in accordance  with applicable law. Upon the written demand of Lessor,
Lessee  shall  return  the  Properties  promptly  to  Lessor,  in the manner and
condition  required by, and  otherwise in  accordance  with the  provisions  of,
Section 22.1(c) hereof

         17.3.    Reletting.

                  If a  Lease  Event  of  Default  shall  have  occurred  and be
continuing, and whether or not this Lease shall have been terminated pursuant to
Section  17.1,  Lessor  may,  but  shall be under no  obligation  to,  relet any
Property, for the account of Lessee or otherwise,  for such term or terms (which
may be greater or less than the period which would  otherwise  have  constituted
the balance of the Term) and on such conditions  (which may include  concessions
or free  rent) and for such  purposes  as Lessor may  determine,  and Lessor may
collect,  receive and retain the rents  resulting  from such  reletting.  Lessor
shall not be liable to Lessee for any  failure  to relet a  Property  or for any
failure to collect any rent due upon such reletting.

         17.4.    Damages.

                  Neither (a) the  termination of this Lease pursuant to Section
17.1;  (b) the  repossession  of any Property;  nor (c) the failure of Lessor to
relet any Property, the reletting of all or any portion thereof, nor the failure
of Lessor to collect or receive any rentals due upon any

                                       19

<PAGE>

such  reletting,  shall  relieve  Lessee  of  its  liabilities  and  obligations
hereunder,  all of which shall  survive any such  termination,  repossession  or
reletting.  If any Lease Event of Default  shall have occurred and be continuing
and  notwithstanding  any  termination  of this Lease  pursuant to Section 17.1,
Lessee  shall  forthwith  pay to Lessor all Rent and other sums due and  payable
hereunder to and including the date of such termination. Thereafter, on the days
on which the Basic Rent or Supplemental  Rent, as applicable,  are payable under
this Lease or would have been payable  under this Lease if the same had not been
terminated pursuant to Section 17.1 and until the end of the Term hereof or what
would have been the Term in the absence of such  termination,  Lessee  shall pay
Lessor,  as  current  liquidated  damages  (it  being  agreed  that it  would be
impossible  accurately to determine actual damages) an amount equal to the Basic
Rent and Supplemental  Rent that are payable under this Lease or would have been
payable by Lessee  hereunder if this Lease had not been  terminated  pursuant to
Section 17.1,  less the net  proceeds,  if any,  which are actually  received by
Lessor with  respect to the period in question of any  reletting of any Property
or any portion  thereof,  provided that Lessee's  obligation to make payments of
Basic Rent and Supplemental  Rent under this Section 17.4 shall continue only so
long as Lessor shall not have received the amounts specified in Section 17.5. In
calculating  the amount of such net  proceeds  from  reletting,  there  shall be
deducted all of Lessor's,  any Holder's, the Agent's and any Lender's reasonable
expenses in  connection  therewith,  including  repossession  costs,  reasonable
brokerage or sales commissions, reasonable fees and expenses for counsel and any
necessary  repair or alteration  costs and expenses  incurred in preparation for
such  reletting.  To the extent  Lessor  receives  any damages  pursuant to this
Section 17.4, such amounts shall be regarded as amounts paid on account of Rent.
Lessee  specifically  acknowledges  and agrees that its  obligations  under this
Section 17.4 shall be absolute and unconditional under any and all circumstances
and shall be paid or performed, as the case may be, without notice or demand and
without any abatement,  reduction,  diminution, setoff, defense, counterclaim or
recoupment whatsoever.

         17.5.    Final Liquidated Damages.

                  If a  Lease  Event  of  Default  shall  have  occurred  and be
continuing,  whether or not this Lease  shall have been  terminated  pursuant to
Section  17.1 and  whether  or not  Lessor  shall  have  collected  any  current
liquidated  damages  pursuant to Section  17.4,  Lessor  shall have the right to
recover,  by demand to Lessee and at Lessor's election,  and Lessee shall pay to
Lessor,  as and for final liquidated  damages,  but exclusive of the indemnities
payable  under  Section 13 of the  Participation  Agreement,  and in lieu of all
current  liquidated damages beyond the date of such demand (it being agreed that
it would be impossible  accurately to determine  actual  damages) the sum of (a)
the  Termination  Value of all  Properties  plus (b) all other  amounts owing in
respect of Rent and Supplemental  Rent heretofore  accruing under this Lease and
all  other  amounts  then  due and  owing  by the  Lessee  under  any  Operative
Agreement.  Upon payment of the amount specified  pursuant to the first sentence
of this Section 17.5, Lessee shall be entitled to receive from Lessor, either at
Lessee's request or upon Lessor's election,  in either case at Lessee's cost, an
assignment  of  Lessor's  entire  right,  title  and  interest  in  and  to  the
Properties,  the Improvements,  Fixtures,  Modifications and Equipment,  in each
case in recordable  form and otherwise in conformity  with local custom and free
and clear of the Lien of this Lease  (including the release of any memorandum of
Lease  recorded in connection  therewith)  and any Lessor Liens.  The Properties
shall be  conveyed  to  Lessee  "AS IS"  `WHERE  IS" and in their  then  present
physical condition. If any statute or rule of law shall limit the amount of such
final

                                       20

<PAGE>

liquidated damages to less than the amount agreed upon, Lessor shall be entitled
to the maximum  amount  allowable  under such statute or rule of law;  provided,
however,  Lessee  shall not be  entitled  to receive an  assignment  of Lessor's
interest in the Property, the Improvements, Fixtures, Modifications or Equipment
or documents unless Lessee shall have paid in full the Termination Value and all
other amounts due and owing hereunder and under the other Operative  Agreements.
Lessee  specifically  acknowledges  and agrees that its  obligations  under this
Section 17.5 shall be absolute and unconditional under any and all circumstances
and shall be paid or  performed,  as the case may be,  without  notice or demand
(except as otherwise  specifically  provided  herein) and without any abatement,
reduction, diminution, setoff, defense, counterclaim or recoupment whatsoever.

         17.6.    Waiver of Certain Rights.

                  If this Lease shall be  terminated  pursuant to Section  17.1,
Lessee  waives,  to the  fullest  extent  permitted  by law,  (a) any  notice of
re-entry  or  the  institution  of  legal  proceedings  to  obtain  re-entry  or
possession;  provided,  however,  that the Lessor or the Agent shall make a good
faith effort to provide notice to the Lessee of any such action, but the failure
to provide such notice for any reason shall not result in the  invalidity of any
action so taken and shall not give rise to any rights on the part of the Lessee;
(b) any right of redemption, re-entry or possession; (c) the benefit of any laws
now or hereafter in force  exempting  property  from  liability  for rent or for
debt,  and (d) any other  rights  which might  otherwise  limit or modify any of
Lessor's rights or remedies under this Article XVII.

         17.7.    Assignment of Rights Under Contract.

                  If a  Lease  Event  of  Default  shall  have  occurred  and be
continuing, and whether or not this Lease shall have been terminated pursuant to
Section 17.1, Lessee shall upon Lessor's demand immediately assign, transfer and
set over to Lessor all of  Lessee's  right,  title and  interest  in and to each
agreement  executed by Lessee in  connection  with the  purchase,  construction,
development, use or operation of all Properties (including,  without limitation,
a right, title and interest of Lessee with respect to all warranty, performance,
service and indemnity provisions),  as and to the extent that the same relate to
the purchase, construction, use and operation of any Property.

         17.8.    Environmental Costs.

                  If a  Lease  Event  of  Default  shall  have  occurred  and be
continuing, and whether or not this Lease shall have been terminated pursuant to
Section  17.1,  Lessee  shall pay  directly  to any third  party (or at Lessor's
election,  reimburse  Lessor)  for the  cost  of any  environmental  testing  or
remediation  work undertaken  respecting any Property as such testing or work is
deemed  appropriate in the reasonable  judgment of Lessor,  Lessee shall pay all
amounts referenced in the immediately preceding sentence within ten (10) days of
any request by Lessor for such payment.

                                       21

<PAGE>

         17.9.    Remedies Cumulative.

                  The  remedies  herein  provided  shall  be  cumulative  and in
addition to (and not in  limitation  of) any other  remedies  available  at law,
equity or otherwise,  including,  without limitation,  any mortgage  foreclosure
remedies.

         17.10.   Notice of Default or Event of Default.

                  Lessee shall  promptly  notify the Lessor and the Agent if any
Responsible  Officer of Lessee has received notice, or has actual knowledge,  of
any Default or Event of Default.

                                 ARTICLE XVIII

         18.1.    Lessor's Right to Cure Lessee's Lease Defaults.

                  Lessor,  without  waiving or releasing any obligation or Lease
Event of  Default,  may (but shall be under no  obligation  to) remedy any Lease
Event of Default  for the  account  and at the sole cost and  expense of Lessee,
including  the failure by Lessee to maintain the  insurance  required by Article
XIV, and may, to the fullest extent  permitted by law, and  notwithstanding  any
right of quiet  enjoyment in favor of Lessee,  enter upon any Property,  or real
property  owned or leased by Lessee and take all such  action  thereon as may be
necessary or appropriate  therefor. No such entry shall be deemed an eviction of
any  lessee.  All  reasonable  out-of-pocket  costs  and  expenses  so  incurred
(including without limitation reasonable fees and expenses of counsel), together
with  interest  thereon  at the Base  Rate  from the date on which  such sums or
expenses are paid by Lessor, shall be paid by Lessee to Lessor on demand.

                                  ARTICLE XIX

         19.1.    Provisions  Relating  to  Lessee's  Exercise  of its  Purchase
                  Option.

                  Subject to Section 19.2, in connection with any termination of
this Lease pursuant to the terms of Section 16.2, or in connection with Lessee's
exercise of its  Purchase  Option or its option to purchase  all the  Properties
pursuant to Section 20.1, upon the date on which this Lease is to terminate, and
upon  tender by Lessee of the amounts  set forth in  Sections  16.2(b),  20.1 or
20.2, as applicable,  Lessor shall execute and deliver to Lessee (or to Lessee's
designee),  at Lessee's  cost and expense a deed and an  assignment  of Lessor's
entire  interest  in  the  Properties,  in  recordable  form  and  otherwise  in
conformity  with  local  custom and free and clear of the Lien of this Lease and
any Lessor Liens  attributable  to Lessor but without any other  warranties  (of
title or otherwise)  from the Lessor.  All Property  shall be conveyed to Lessee
"AS IS" "WHERE IS" and in then present physical condition.

         19.2.    No   Termination   With  Respect  to  Less  than  all  of  the
                  Properties.

                  Lessee shall not be entitled to exercise  its Purchase  Option
separately  with respect to less than all of the  Properties  or that portion of
any  Property  consisting  of Land,  Equipment  and  Improvements  but  shall be
required to exercise its Purchase Option with respect to all Properties.

                                       22

<PAGE>


                                   ARTICLE XX

         20.1.    Early Purchase Option.

                  Provided  that no Lease  Default  of the  types  specified  in
Sections 17.1 (a), (b), (h), (i) or (j) or any Lease Event of Default shall have
occurred and be continuing and provided that the Election  Notice referred to in
Section 20.2 has not been delivered,  Lessee shall have the option,  exercisable
by giving the Agent and Lessor no more than one hundred twenty (120) days and no
less than sixty (60) days  irrevocable  written  notice of Lessee's  election to
exercise such option,  to purchase all (but not less than all) of the Properties
on a Scheduled  Interest Payment Date as identified in such written notice, at a
price equal to the  Termination  Value for the Properties  (which the parties do
not intend to be a "bargain" purchase price), and Lessee at such time shall also
pay any and all Rent then due and owing and all other amounts then due and owing
by Lessee under this Lease and under any other  Operative  Agreement  (including
without limitation  amounts, if any, described in clause FIRST of Section 22.2).
If Lessee  exercises its option to purchase the Properties free and clear of the
Lien of this Lease and any Lessor Liens with respect to the Property pursuant to
this Section 20.1, Lessor shall transfer to Lessee all of Lessor's right,  title
and interest in and to each Property as of the Scheduled  Interest  Payment Date
on which such purchase occurs.

         20.2.    Purchase or Sale Option.

                  Not less than 120 days and no more than 180 days  prior to the
Expiration  Date,  Lessee may give Lessor and Agent  irrevocable  written notice
(the  "Election  Notice")  that Lessee is  electing  to exercise  either (a) the
option  to  purchase  all,  but not less  than  all,  of the  Properties  on the
Expiration Date (the "Purchase Option") or (b) the option to remarket all of the
Properties  and cause a sale of all of the  Properties  pursuant to the terms of
Section 22.1 (the "Sale Option"),  such sale to occur on the Expiration Date. If
Lessee does not give an Election Notice  indicating the Sale Option at least 120
days and not more than 180 days prior to the then current  Expiration Date, then
Lessee shall be deemed to have elected the  Purchase  Option for the  Expiration
Date.  Lessor shall have no  obligation  to sell any Property  unless all of the
Properties  are sold on the  Expiration  Date.  If Lessee shall (i) elect (or be
deemed to elect) to exercise the Purchase Option,  or (ii) elect to remarket all
of the Properties pursuant to Section 22.1 and fail to deliver the environmental
report required by Section 10.2 at the time specified in such Section,  or (iii)
elect to remarket  all of the  Properties  pursuant to Section  22.1 and fail to
cause all of the  Properties to be sold in accordance  with the terms of Section
22.1 on the  Expiration  Date on which such a sale of all of the  Properties  is
required in connection with such election,  then in each case,  Lessee shall pay
to Lessor on the Expiration  Date an amount equal to the  Termination  Value for
all the Properties (which the parties do not intend to be a "bargain"  purchase)
plus all Rent and other  amounts then due and payable  under this Lease or under
any  other  Operative  Agreement   (including  without  limitation  the  amounts
described in clause FIRST of Section  22.2),  and,  upon receipt of such amount,
Lessor shall transfer to Lessee all of Lessor's right, title and interest in and
to the  Properties  in  accordance  with Section  19.1. If the Lessee elects the
Purchase  Option or the Sale Option and fails to perform its  obligations  under
this Lease with respect to such option, a Lease Event of Default shall be deemed
to occur.

                                       23

<PAGE>


                                  ARTICLE XXI

         21.1.    Intentionally Deleted.

                                  ARTICLE XXII

         22.1.    Sale Procedure.

         (a)      During the Marketing Period,  Lessee, on behalf of the Lessor,
                  shall  obtain  bids  for  the  cash  purchase  of  all  of the
                  Properties in connection with a sale to one or more purchasers
                  to be consummated on the Expiration Date for the highest price
                  available,  shall  notify  Lessor  promptly  of the  name  and
                  address of each prospective purchaser and the cash price which
                  each  prospective  purchaser shall have offered to pay for the
                  Properties  and shall  provide  Lessor  with  such  additional
                  information about the bids and the bid solicitation  procedure
                  as Lessor may reasonably request from time to time. Lessor may
                  reject any and all bids and may assume sole responsibility for
                  obtaining bids by giving Lessee written notice to that effect;
                  provided,  however, that notwithstanding the foregoing, Lessor
                  may not reject the highest bid for the Properties submitted by
                  the Lessee if such bid is greater  than or equal to the sum of
                  the  Limited  Recourse  Amount  for the  Properties,  plus all
                  reasonable  costs and expenses  referred to in clause FIRST of
                  Section 22.2 and  represent  bona fide offers from one or more
                  third party purchasers and provided  further,  that Lessor may
                  not reject a bid from the Houston  Purchaser  (defined  below)
                  with respect to all Property  located in Houston,  Texas, or a
                  bid from the Topeka Purchaser  (defined below) with respect to
                  all  Property  located in  Topeka,  Kansas in each case if and
                  only if each of the  following  conditions  in clauses (y) and
                  (z) are met: (y) such bid is at least equal to the Termination
                  Value of such  Property  (whether or not it is the highest bid
                  for such  Property),  plus all  reasonable  costs and expenses
                  referred to in clause  FIRST of Section  22.2  related to such
                  Property.  If the  price  which  a  prospective  purchaser  or
                  purchasers  shall have offered to pay for the Property is less
                  than  the  sum  of  the  Limited   Recourse  Amount  plus  all
                  reasonable  costs and expenses  referred to in clause FIRST of
                  Section  22.2 and  represents  a bona  fide  offer  from  such
                  purchaser  and (z) with respect to all  Properties  other than
                  such  Property  (the  "Other  Properties"),   the  Lessee  has
                  received (and the Lessor has  accepted)  bids from one or more
                  prospective purchasers, such bids are greater than or equal to
                  the  sum  of  the  Limited  Recourse  Amounts  for  the  Other
                  Properties, plus all reasonable costs and expenses referred to
                  in clause  FIRST of Section  22.2,  Lessor may elect to retain
                  the  Properties  by  giving  Lessee  prior  written  notice of
                  Lessor's  election to retain the Properties,  and upon receipt
                  of such  notice,  Lessee shall  surrender  the  Properties  to
                  Lessor  pursuant to Section  10.1.  Unless  Lessor  shall have
                  elected to retain the  Properties  pursuant  to the  preceding
                  sentence,   Lessee  shall  arrange  for  Lessor  to  sell  the
                  Properties  free and  clear of the Lien of this  Lease and any
                  Lessor Liens  attributable to it, without recourse or warranty
                  (of  title  or  otherwise),  for  cash on the  last day of the
                  Marketing Period (such date being hereafter referred to as the
                  "Sale Date") to the  purchaser  or  purchasers  identified  by
                  Lessee  or  Lessor,  as the  case may be;  provided,  however,
                  solely as

                                       24

<PAGE>

                  to Lessor or the Trust Company,  in its  individual  capacity,
                  any Lessor Lien shall not  constitute a Lessor Lien so long as
                  Lessor or the Trust Company,  in its individual  capacity,  is
                  diligently   contesting   such  Lessor  Lien  by   appropriate
                  proceedings  in  good  faith  and  Lessor   indemnifies   such
                  purchaser  with  respect to such  Lessor  Lien.  Lessee  shall
                  surrender the  Properties so sold or subject to such documents
                  to the purchaser in the  condition  specified in Section 10.1.
                  Lessee  shall not take or fail to take any action  which would
                  have the effect of unreasonably  discouraging  bona fide third
                  party bids for the  Property.  Lessor shall have no obligation
                  to sell  any  Property  on the  Sale  Date  unless  all of the
                  Properties  are sold on the Sale Date. If the  Properties  are
                  not  either (i) sold on the Sale Date in  accordance  with the
                  terms of this  Section  22.1,  or (ii)  retained by the Lessor
                  pursuant  to  an  affirmative  election  made  by  the  Lessor
                  pursuant to the third sentence of this Section  22.1(a),  then
                  the Lessee  shall be  obligated  to pay the Lessor on the Sale
                  Date  an  amount  equal  to  the  Termination  Value  for  the
                  Properties  (plus  all Rent  and  other  amounts  then due and
                  payable under this Lease and any other  Operative  Agreements)
                  in accordance with the terms of Section 20.2. For the purposes
                  of this  paragraph,  "Houston  Purchaser"  shall mean  Houston
                  Rehabilitation Associates, a Delaware general partnership; and
                  "Topeka Purchaser" shall mean Kansas Rehabilitation  Hospital,
                  Inc., a Delaware corporation.

         (b)      If the  Properties  are sold on the Sale Date to a third party
                  purchaser  or  purchasers  in  accordance  with  the  terms of
                  Section 22.1(a) and the aggregate  purchase price paid for the
                  Properties minus the sum of all costs and expenses referred to
                  in clause  FIRST of  Section  22.2 is less than the sum of the
                  Termination  Value for the Properties  plus all Rent and other
                  amounts  then due and  payable  under this Lease and under any
                  other Operative Agreements  (hereinafter such difference shall
                  be referred to as the "Deficiency  Balance"),  then the Lessee
                  hereby  unconditionally  promises  to pay to the Lessor on the
                  Sale Date the lesser of (i) the  Deficiency  Balance,  or (ii)
                  the Maximum Residual  Guarantee Amount for the Properties.  If
                  the  Properties  are  retained  by the Lessor  pursuant  to an
                  affirmative  election made by the Lessor pursuant to the third
                  sentence   of  Section   22.1(a),   then  the  Lessee   hereby
                  unconditionally promises to pay to the Lessor on the Sale Date
                  an amount equal to the Maximum  Residual  Guarantee Amount for
                  the Properties.

         (c)      In the event that the  Properties  are either  sold to a third
                  party  purchaser or purchasers on the Sale Date or retained by
                  the Lessor in connection with an affirmative  election made by
                  the Lessor pursuant to the third sentence of Section  22.1(a),
                  then in either case on the Sale Date the Lessee shall  provide
                  Lessor or such third party  purchaser or  purchasers  with (i)
                  all permits, certificates of occupancy,  governmental licenses
                  and authorizations necessary to use and operate the Properties
                  for their intended  purposes,  (ii) such easements,  licenses,
                  rights-of-way and other rights and privileges in the nature of
                  an  easement  as are  reasonably  necessary  or  desirable  in
                  connection with the use,  repair,  access to or maintenance of
                  the  Properties  for its intended  purpose or otherwise as the
                  Lessor shall reasonably  request,  (iii) a services  agreement
                  covering such services as Lessor or such third party purchaser
                  may reasonably  request and having a reasonable

                                       25

<PAGE>


                  duration, in order to use and operate the Properties for their
                  intended purposes at such rates (not in excess of arm's-length
                  fair market rates) as shall be acceptable to Lessee and Lessor
                  or such  third  party  purchaser  or  purchasers,  and (iv) an
                  assignment  to the Lessor or such  third  party  purchaser  or
                  purchasers  (as  the  case  may  be) of any  existing  service
                  agreements  relating  to the  Properties,  to the extent  such
                  agreements  are   assignable.   All   assignments,   licenses,
                  easements, agreements and other deliveries required by clauses
                  (i) and (ii) of this paragraph (c) shall be in form reasonably
                  satisfactory  to the Lessor or such third party  purchaser  or
                  purchasers,  as  applicable,  and  shall be  fully  assignable
                  (including both primary  assignments and assignments  given in
                  the nature of security)  without  payment of any fee,  cost or
                  other charge.

         22.2.    Application of Proceeds of Sale.

                  The Lessor shall apply the proceeds of sale of the  Properties
in the following order of priority:

         (a)      FIRST,  to pay or to  reimburse  Lessor for the payment of all
                  reasonable costs and expenses incurred by Lessor in connection
                  with the sale;

         (b)      SECOND,  so long as the  Participation  Agreement,  the Credit
                  Agreement  or the Trust  Agreement  is in effect and any Loan,
                  Holder  Advance  or any  amount is owing to the  Lenders,  the
                  Holders or any other Person under any Operative Agreement,  to
                  the Agent to be applied pursuant to the terms in the Operative
                  Agreements; and

         (c)      THIRD, to the Lessee.

         22.3.    Indemnity for Excessive Wear.

                  If the  proceeds of the sale  described  in Section  22.1 with
respect to the  Properties,  less all expenses  incurred by Lessor in connection
with such sale,  shall be less than the Limited  Recourse Amount with respect to
the  Properties,  and at the time of such  sale it shall  have  been  reasonably
determined  (pursuant  to the  Appraisal  Procedure)  that the Fair Market Sales
Value of the Properties,  shall have been impaired by greater than expected wear
and tear  during the term of the Lease,  Lessee  shall pay to Lessor  within ten
(10) days after  receipt of Lessor's  written  statement  (i) the amount of such
excess wear and tear determined by the Appraisal Procedure or (ii) the amount of
the Net Sale Proceeds Shortfall, whichever amount is less.

         22.4.    Appraisal Procedure.

                  For  determining the Fair Market Sales Value of the Properties
or any other  amount  which may,  pursuant  to any  provision  of any  Operative
Agreement, be determined by an appraisal procedure,  Lessor and Lessee shall use
the following  procedure (the  "Appraisal  Procedure").  Lessor and Lessee shall
endeavor to reach a mutual  agreement as to such amount for a period of ten (10)
days from commencement of the Appraisal  Procedure under the applicable  section
of the Lease,  and if they cannot agree within ten (10) days, then two qualified
appraisers,  one chosen by Lessee and one chosen by Lessor, shall mutually agree
thereupon,  but

                                       26

<PAGE>

if either party shall fail to choose an appraiser  within twenty (20) days after
notice  from  the  other  party  of the  selection  of its  appraiser,  then the
appraisal by such appointed  appraiser shall be binding on Lessee and Lessor. If
the two  appraisers  cannot agree within  twenty (20) days after both shall have
been  appointed,  then a third appraiser shall be selected by the two appraisers
or,  failing  agreement as to such third  appraiser  within (30) days after both
shall  have  been  appointed,  by  the  American  Arbitration  Association.  The
decisions of the three  appraisers shall be given within twenty (20) days of the
appointment  of the third  appraiser  and the  decision  of the  appraiser  most
different  from the average of the other two shall be discarded and such average
shall be binding on Lessor and Lessee;  provided  that if the highest  appraisal
and the lowest  appraisal are equidistant  from the third  appraisal,  the third
appraisal  shall be binding on Lessor and Lessee.  The fees and expenses of each
appraiser shall be paid by Lessee.

         22.5.    Certain Obligations Continue.

                  During the Marketing  Period,  the obligation of Lessee to pay
Rent with respect to the Properties (including the installment of Basic Rent due
on the  Expiration  Date) shall continue  undiminished  until payment in full to
Lessor of the sale proceeds,  if any, the Maximum Residual Guarantee Amount, the
amount due under  Section 22.3, if any, and all other amounts due to Lessor with
respect to the  Properties.  Lessor shall have the right,  but shall be under no
duty,  to solicit  bids, to inquire into the efforts of Lessee to obtain bids or
otherwise  to take  action  in  connection  with any such  sale,  other  than as
expressly provided in this Article XXII.

                                 ARTICLE XXIII

         23.1.    Holding Over.

                  If Lessee  shall for any reason  remain in  possession  of the
Properties  after the  expiration or earlier  termination  of this Lease (unless
Properties  are conveyed to Lessee),  such  possession  shall be as a tenancy at
sufferance during which time Lessee shall continue to pay Supplemental Rent that
would be  payable  by Lessee  hereunder  were the Lease  then in full  force and
effect with respect to the  Properties  and Lessee  shall  continue to pay Basic
Rent at 110% of the Basic Rent that would  otherwise  be due and payable at such
time.  Such Basic Rent shall be payable  from time to time upon demand by Lessor
and such  additional 10% amount shall be applied by the Lessor to the payment of
the Loans pursuant to the Credit  Agreement and the Holder Advances  pursuant to
the Trust Agreement pro rata between the Loans and the Holder  Advances.  During
any period of tenancy at sufferance, Lessee shall, subject to the first sentence
of this  paragraph,  be  obligated  to  perform  and  observe  all of the terms,
covenants and conditions of this Lease, but shall have no rights hereunder other
than the right, to the extent given by law to tenants at sufferance, to continue
their  occupancy and use of the  Properties.  Nothing  contained in this Article
XXIII shall constitute the consent, express or implied, of Lessor to the holding
over of Lessee after the  expiration or earlier  termination of this Lease as to
the  Properties  (unless  the  Properties  are  conveyed  to Lessee) and nothing
contained  herein  shall  be  read  or  construed  as  preventing   Lessor  from
maintaining  a suit for  possession of the  Properties  or exercising  any other
remedy available to Lessor at law or in equity.

                                       27

<PAGE>


                                  ARTICLE XXIV

         24.1.    Risk of Loss.

                  During  the  Term,  unless  Lessee  shall  not  be  in  actual
possession  of the  Properties  solely  by reason of  Lessor's  exercise  of its
remedies of  dispossession  under Article XVII,  the risk of loss or decrease in
the enjoyment and  beneficial use of the Properties as a result of the damage or
destruction thereof by fire, the elements,  casualties,  thefts,  riots, wars or
otherwise is assumed by Lessee,  and Lessor shall in no event be  answerable  or
accountable therefor.

                                  ARTICLE XXV

         25.1.    Assignment.

         (a)      Lessee may not assign, mortgage, pledge or encumber this Lease
                  or any of its rights or  obligations  hereunder in whole or in
                  part to any Person  without the prior  written  consent of the
                  Agent,  the  Lessor,  each Lender and each  Holder,  with such
                  consent to be given or withheld in the sole discretion of each
                  such party.

         (b)      No such  assignment or other  relinquishment  of possession to
                  the  Properties  shall in any way discharge or diminish any of
                  the obligations of Lessee to Lessor hereunder and Lessee shall
                  remain directly and primarily liable under this Lease.

         25.2.    Subleases.

         (a)      Except  as set  forth in this  Section  25.2,  Lessee  may not
                  sublet any Property or portion thereof without first obtaining
                  the prior written  consent of the Lessor and the Agent,  which
                  consent  may be given or withheld  in the sole  discretion  of
                  each such party.

         (b)      Lessee may, without the consent of Lessor or the Agent, sublet
                  a Property to a Subsidiary of Lessee,  or sublet  professional
                  space  constituting  a portion  of a  Property  to  healthcare
                  providers, in each case if and only if:

                  (i)   Lessee   remains   fully  liable  for  all   obligations
                        (including   without   limitation  all  Rent  and  other
                        obligations  with respect to such  subleased  Properties
                        and any other Properties) under this Lease and the other
                        Operative Agreements;

                  (ii)  Such sublease is in writing and is expressly subject and
                        subordinate to the rights of the Lessor,  the Agent, the
                        Lenders and the Holders  under this Lease,  the Security
                        Agreement,   each  Mortgage  Instrument  and  all  other
                        Operative Agreements; and

                  (iii) Such sublease is on commercially reasonable terms and at
                        market  rates,  and has a term that does not extend past
                        the  Expiration  Date, and such Property is at all times
                        used for the purposes set forth in this paragraph and in
                        the definition of "Property".

                                       28

<PAGE>


         (c)      No  sublease  or other  relinquishment  of  possession  to any
                  Property  shall  in  any  way  discharge  or  diminish  any of
                  Lessee's  obligations  to Lessor  hereunder  and Lessee  shall
                  remain  directly and  primarily  liable under this Lease as to
                  the portion of the Property so sublet.

         (d)      Each insurance  policy  carried by Lessee  pursuant to Article
                  XIV hereof shall be endorsed to name each sublessee, under any
                  such  sublease  as  an  additional   insured.   Prior  to  the
                  effectiveness  of any such  sublease,  Lessee shall  deliver a
                  copy thereof to the Lessor and the Agent.

         (e)      Promptly  but in any event at least  thirty (30) days prior to
                  the execution  and delivery of any sublease  permitted by this
                  Article XXV,  Lessee shall notify  Lessor and the Agent of the
                  execution of such sublease.

                                  ARTICLE XXVI

         26.1.    No Waiver.

                  No  failure  by Lessor or  Lessee  to insist  upon the  strict
performance of any term hereof or to exercise any right,  power or remedy upon a
default  hereunder,  and no acceptance of full or partial payment of Rent during
the  continuance  of any such  default,  shall  constitute  a waiver of any such
default or of any such term. To the fullest  extent  permitted by law, no waiver
of any default shall affect or alter this Lease,  and this Lease shall  continue
in full force and effect with respect to any other then  existing or  subsequent
default.

                                 ARTICLE XXVII

         27.1.    Acceptance of Surrender.

                  No  surrender to Lessor of this Lease or of all or any portion
of the Properties or of any interest  therein shall be valid or effective unless
agreed to and  accepted  in writing  by Lessor  and the Agent and,  prior to the
payment or performance of all obligations under the Credit Documents, the Agent,
and no act by Lessor or the  Agent or any  representative  or agent of Lessor or
the Agent,  other than a written  acceptance,  shall constitute an acceptance of
any such surrender.

         27.2.    No Merger of Title.

                  There  shall be no  merger of this  Lease or of the  leasehold
estate  created  hereby by reason of the fact that the same Person may  acquire,
own or hold, directly or indirectly,  in whole or in part, (a) this Lease or the
leasehold  estate created hereby or any interest in this Lease or such leasehold
estate, (b) any right, title or interest in any Property,  (c) any Notes, or (d)
a beneficial interest in Lessor.

                                       29

<PAGE>


                                 ARTICLE XXVIII

         28.1.    Incorporation of Covenants.

         (a)      Reference is made to that certain Credit Agreement dated as of
                  October 31, 2000 (the "Existing HEALTHSOUTH Corporation Credit
                  Agreement")  among HEALTHSOUTH  Corporation,  UBS AG, Stamford
                  Branch, as agent, and the other financial  institutions  party
                  thereto.  Further reference is made to the covenants contained
                  in  Articles  VII  and  VIII  of  the   Existing   HEALTHSOUTH
                  Corporation Credit Agreement  (hereinafter  referred to as the
                  "Incorporated  Covenants").  The Lessee agrees with the Lessor
                  that,  effective  as of the date  hereof  (whether  or not the
                  Basic Term has commenced), the Incorporated Covenants (and all
                  other   relevant   provisions  of  the  Existing   HEALTHSOUTH
                  Corporation  Credit  Agreement  related  thereto)  are  hereby
                  incorporated  by reference  into this Lease to the same extent
                  and with the same  effect as if set  forth  fully  herein  and
                  shall  inure to the  benefit  of the  Lessor,  without  giving
                  effect to any waiver,  amendment,  modification or replacement
                  of the Existing  HEALTHSOUTH  Corporation  Credit Agreement or
                  any term or provision of the Incorporated  Covenants occurring
                  subsequent  to the date of this  Lease,  except to the  extent
                  otherwise specifically provided in the following provisions of
                  this  paragraph.  In the event a waiver is  granted  under the
                  Existing  HEALTHSOUTH   Corporation  Credit  Agreement  or  an
                  amendment  or  modification  is executed  with  respect to the
                  Existing  HEALTHSOUTH  Corporation Credit Agreement,  and such
                  waiver,  amendment or  modification  affects the  Incorporated
                  Covenants,  then such waiver,  amendment or modification shall
                  be  effective  with respect to the  Incorporated  Covenants as
                  incorporated by reference into this Lease only if consented to
                  in  writing  by the  Majority  Lenders.  In the  event  of any
                  replacement  of the Existing  HEALTHSOUTH  Corporation  Credit
                  Agreement with a similar credit  facility (the "New Facility")
                  the covenants  contained in the New Facility which  correspond
                  to the  covenants  contained  in Articles  VII and VIII of the
                  Existing HEALTHSOUTH Corporation Credit Agreement shall become
                  the Incorporated  Covenants  hereunder only if consented to in
                  writing by the  Majority  Lenders  and, if such consent is not
                  granted, then the covenants contained in Articles VII and VIII
                  of  the  Existing  HEALTHSOUTH  Corporation  Credit  Agreement
                  (together  with any  modifications  or amendments  approved in
                  accordance  with  this  paragraph)  shall  continue  to be the
                  Incorporated Covenants hereunder.  If the Existing HEALTHSOUTH
                  Corporation Credit Agreement (or any such New Facility, as the
                  case  may  be)  is  terminated  and  not  replaced,  then  the
                  covenants  contained  in Articles VII and VIII of the Existing
                  HEALTHSOUTH  Corporation  Credit Agreement  (together with any
                  modifications  or amendments  thereto,  or to covenants of the
                  New Facility,  in each case  approved in accordance  with this
                  paragraph)  shall  continue to be the  Incorporated  Covenants
                  hereunder.

         (b)      Financial  Statements,  Reports,  etc.  Without  limiting  the
                  generality  of the  foregoing,  from and after the date hereof
                  (whether or not the Basic Term has  commenced  with respect to
                  any Property),  to the extent that the Incorporated

                                       30

<PAGE>


                  Covenants  require  the Lessee or any of its  Subsidiaries  to
                  deliver any financial statement,  certificate, notice, report,
                  or other document or information to the Existing  Credit Agent
                  (or any other  agent or lender  under  the  applicable  credit
                  facility),  the Lessee shall, and shall cause its Subsidiaries
                  to, simultaneously deliver a copy of such financial statement,
                  certificate,  notice,  report,  document or information to the
                  Agent,  each Lender,  each Holder and (upon Lessor's  request)
                  the Lessor.

         28.2.    Additional Reporting Requirements.

                  Without  limiting the  generality of the  foregoing,  from and
after the date hereof,  the Lessee will deliver,  or will cause to be delivered,
to the Agent,  each  Lender,  each Holder and (upon the  Lessor's  request)  the
Lessor:

                  (i)   Such other information regarding the financial condition
                        or operations of the Lessee or its  Subsidiaries  as the
                        Agent shall  reasonably  request from time to time or at
                        any time;

                  (ii)  Promptly  after the same shall have become  known to any
                        officer of the Lessee,  a notice  describing any action,
                        suit or  proceeding  at law or in equity or by or before
                        any   Governmental    Authority   that,   if   adversely
                        determined,  might  impair the  ability of the Lessee to
                        perform  its  obligations  under this  Agreement  or any
                        other Operating Agreement or which might have a Material
                        Adverse Effect;

                  (iii) Prompt notice in writing of the  occurrence of any Lease
                        Default or Lease Event of Default.

                                  ARTICLE XXIX

         29.1.    Notices.

                  All notices, demands, requests,  consents, approvals and other
communications  hereunder  shall be in writing and delivered  personally or by a
nationally  recognized  overnight  courier  service or mailed (by  registered or
certified mail, return receipt requested,  postage prepaid) or telecopied with a
confirming notice, addressed to the respective parties, as follows:

                  If to Lessee:

                           HEALTHSOUTH Corporation
                           One HealthSouth Parkway
                           Birmingham, Alabama 35243
                           Attention: Malcolm E. McVay
                           Telephone No.: (205) 969-6140
                           Telecopy No.: (205) 969-4620
                           Email: tadd.mcvay@healthsouth.com

                                       31

<PAGE>


                  With a copy to:

                           HEALTHSOUTH Corporation
                           One HealthSouth Parkway
                           Birmingham, Alabama 35243
                           Attention: William W. Horton
                           Telephone No.: (205) 969-4977
                           Telecopy No.: (205) 969-4730
                           Email: bill.horton@healthsouth.com

                  If to Lessor:

                           First Security Bank, National Association
                           79 South Main Street
                           Salt Lake City, Utah 84111
                           Attention: Val T. Orton
                           Telephone No.: (801) 246-5630
                           Telecopy No.: (801) 246-5053
                           Email:

                  with a copy to the Agent:

                           UBS AG, Stamford Branch
                           677 Washington Boulevard
                           Stamford, Connecticut 06901
                           Attention: Jennifer Poccia
                           Telephone No.: (203) 719-3834
                           Telecopy No.: (203) 719-3888
                           Email: jennifer.poccia@ubsw.com

or such  additional  parties  or  other  address  as such  party  may  hereafter
designate, and shall be effective upon receipt or refusal thereof.

                                  ARTICLE XXX

         30.1.    Miscellaneous.

                  Anything   contained   in   this   Lease   to   the   contrary
notwithstanding,  all claims against and liabilities of Lessee or Lessor arising
from events  commencing  prior to the expiration or earlier  termination of this
Lease shall survive such expiration or earlier termination.  If any provision of
this  Lease  shall  be  held  to be  unenforceable  in  any  jurisdiction,  such
unenforceability  shall not affect the  enforceability of any other provision of
this Lease in such  jurisdiction  or of such provision or of any other provision
hereof in any other jurisdiction.

         30.2.    Amendments and Modifications.

                  Neither  this Lease nor any  provision  hereof may be amended,
waived,  discharged  or  terminated  except  by  an  instrument  in  writing  in
recordable form signed by Lessor and Lessee.

                                       32

<PAGE>


         30.3.    Successors and Assigns.

                  All the terms and  provisions of this Lease shall inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.

         30.4.    Headings and Table of Contents.

                  The  headings  and  table of  contents  in this  Lease are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

         30.5.    Counterparts.

                  This Lease may be executed in any number of counterparts, each
of which shall be an original,  but all of which shall  together  constitute one
and the same instrument.

         30.6.    GOVERNING LAW.

                  AS TO  MATTERS  RELATING  TO  THE  CREATION,  PERFECTION,  AND
FORECLOSURE OF LIENS,  AND ENFORCEMENT OF RIGHTS AND REMEDIES AGAINST ANY LEASED
PROPERTY,  THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE
LAW OF THE STATE IN WHICH THE APPLICABLE LEASED PROPERTY IS LOCATED.  THIS LEASE
SHALL IN ALL OTHER RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.

         30.7.    Calculation of Rent.

                  All  calculation of Rent payable  hereunder  shall be computed
based on the actual number of days elapsed over a year of 360 days.

         30.8.    Memorandum of Lease.

                  This Lease shall not be recorded,  provided  Lessor and Lessee
shall promptly record a Memorandum of this Lease (in  substantially  the form of
Exhibit B  attached  hereto) in the local  filing  office at  Lessee's  cost and
expense,  and as required  under  applicable law to  sufficiently  evidence this
Lease in the applicable real estate filing records.

         30.9.    Allocations between the Lenders and the Holders.

                  Notwithstanding  any other term or  provision of this Lease to
the contrary,  the allocations of the proceeds of the Properties and any and all
other  Rent  and  other  amounts  received  hereunder  shall be  subject  to the
inter-creditor  provisions  between the Lenders and the Holders contained in the
Operative  Agreements (or as otherwise  agreed among the Lenders and the Holders
from time to time).

                                       33

<PAGE>


         30.10.   Limitations on Recourse.

                  Notwithstanding  anything  contained  in  this  Lease  to  the
contrary,  Lessee  agrees to look solely to Lessor's  estate and interest in the
Properties for the collection of any judgment  requiring the payment of money by
Lessor in the event of liability by Lessor,  and no other  property or assets of
Lessor or any  shareholder,  owner or  partner  (direct  or  indirect)  in or of
Lessor, or any director, officer, employee, beneficiary, Affiliate of any of the
foregoing shall be subject to levy, execution or other enforcement procedure for
the  satisfaction of the remedies of Lessee under or with respect to this Lease,
the  relationship  of  Lessor  and  Lessee  hereunder  or  Lessee's  use  of the
Properties or any other  liability of Lessor to Lessee.  Nothing in this Section
shall be interpreted so as to limit the terms of Sections 6.1 or 6.2.

         30.11.   WAIVERS OF JURY TRIAL.

                  THE  LESSOR  AND THE LESSEE  IRREVOCABLY  AND  UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING  RELATING TO THIS LEASE OR
ANY COUNTERCLAIM THEREIN.

         30.12.   Existing Agreements.

                  The  single  executed  original  of this  Lease  marked  "THIS
COUNTERPART IS THE ORIGINAL EXECUTED  COUNTERPART" on the signature page thereof
and  containing  the receipt of the Agent therefor on or following the signature
page  thereof  shall be the  original  executed  counterpart  of this Lease (the
"Original  Executed  Counterpart").  To the extent  that this Lease  constitutes
chattel  paper,  as such term is defined in the  Uniform  Commercial  Code as in
effect in any applicable jurisdiction, no security interest in this Lease may be
created  through the transfer or  possession of any  counterpart  other than the
Original Executed Counterpart.

         30.13.   Power of Sale.

                  Without  limiting any other  remedies set forth in this Lease,
in the event  that a court of  competent  jurisdiction  rules  that  this  Lease
constitutes  a  mortgage,  deed of trust or other  secured  financing  as is the
intent of the  parties,  then the Lessor  and the  Lessee  agree that the Lessee
hereby  grants,  bargains,  sells,  conveys,  mortgages,  and  grants a security
interest in the Properties (and any additional  property described in Exhibit A)
WITH POWER OF SALE, and that,  upon the occurrence of any Event of Default,  the
Lessor shall have the power and authority,  to the extent provided by law or the
Operative  Agreements,  after  prior  notice  and  lapse of such  time as may be
required  by law,  to  foreclose  its  interest  (or cause such  interest  to be
foreclosed)  in all or any  part of any  Property,  to  appoint  or  obtain  the
appointment  of a receiver for all or any part of the Property,  and to exercise
any other  right or remedy that may be  available  under  applicable  law to the
holder of a mortgage, deed of trust, security deed or other secured financing.

         30.14.   Exercise of Lessor Right.

                  The Lessee hereby  acknowledges and agrees that the rights and
powers of the Lessor  under this Lease have been  collaterally  assigned  to the
Agent  pursuant to the terms of the Security  Agreement and the other  Operative
Agreements,  and that the  Lessor  has  encumbered

                                       34

<PAGE>

the Properties by various  Mortgage  Instruments  made by the Lessor in favor of
the Agent, all as security for certain  indebtedness  and obligations  described
therein  of the Lessor to the  Agent,  the  Lenders  and the  Holders  under the
Operative  Agreements.  Lessee  hereby  consents  to said  assignment  and  said
Mortgage  Instruments in favor of the Agent and further  acknowledges and agrees
as follows:

         (a)      In the event that a court of competent jurisdiction rules that
                  this Lease  constitutes  a mortgage,  deed of trust,  security
                  deed  or  other  secured  financing  as is the  intent  of the
                  parties,  then  the  Lessor  and the  Lessee  agree  that  the
                  Lessor's  collateral  assignment  of this  Lease to the  Agent
                  shall  be  deemed  to  be  a  collateral  assignment  of  such
                  mortgage,  deed  of  trust,  security  deed or  other  secured
                  financing,  and the Agent as such collateral assignee shall be
                  entitled  to exercise  any and all rights and  remedies of the
                  Lessor set forth herein  during the  existence of any Event of
                  Default,  including without  limitation the Lessor's rights to
                  obtain a receiver,  to obtain possession of the Properties and
                  the rents and revenues  thereof,  to foreclose this Lease,  to
                  sell the Lessee's interest in the Properties,  and to exercise
                  any other rights or remedies that may then be available to the
                  Lessor  under  applicable  law on  account  of such  Event  of
                  Default.

         (b)      Lessee's  interest in the Properties is junior and subordinate
                  to the lien of any Mortgage  Instruments made by the Lessor in
                  favor of the Agent against the respective Properties from time
                  to time in connection with the Operative Agreements; provided,
                  however,  that for so long as no Event of  Default  shall have
                  occurred  and be  continuing,  (i) the Agent shall not disturb
                  Lessee's  possession of the Properties through any foreclosure
                  or other  remedial  action  against the  Properties  under any
                  Mortgage  Instrument,  and (ii) if  Lessor's  interest  in any
                  Property  shall be  transferred  to any Person  other than the
                  Lessee  as the  result  of the  Agent's  foreclosure  or other
                  remedial  action  under any  Mortgage  Instrument,  the Lessee
                  shall (upon  request of the Agent)  attorn to such  transferee
                  and recognize the  transferee as the Lessee's  landlord  under
                  this Lease.

         (c)      During  the  existence  of an Event of  Default,  the Agent as
                  holder of the Mortgage  Instruments and as collateral assignee
                  of this Lease may  exercise  any and all  rights and  remedies
                  that may then be available  under  applicable law to the Agent
                  in  either  or  both  capacities,  whether  exercised  singly,
                  successively or concurrently.  Without limiting the generality
                  of the foregoing, the Agent as collateral assignee may enforce
                  the Lessee's payment  obligations under this Lease (regardless
                  of whether  this  Lease  shall be deemed a  mortgage,  deed of
                  trust,  security  deed or  other  secured  financing)  even if
                  Lessee's  interest and estate in any Property under this Lease
                  shall have been extinguished or forfeited under applicable law
                  through the  foreclosure or other  enforcement of any Mortgage
                  Instrument.



                  [Remainder of page intentionally left blank]


                                       35

<PAGE>


         IN WITNESS  WHEREOF,  the  parties  have  caused  this Lease to be duly
executed and delivered as of the date first above written.

                                 HEALTHSOUTH Corporation, as Lessee



                                 By:         /s/ Malcolm E. McVay
                                    --------------------------------------------
                                         Name:  Malcolm E. McVay
                                         Title: Senior Vice President

                                  FIRST SECURITY BANK, NATIONAL
                                  ASSOCIATION, not individually, but solely as
                                  Owner Trustee under the HEALTHSOUTH
                                  Corporation Trust 2000-1, as Lessor

                                  By:        /s/ Arge Pavlos
                                     -------------------------------------------
                                          Name:  Arge Pavlos
                                          Title: Trust Officer







                                       36

<PAGE>


         Receipt of this original  counterpart of the foregoing  Lease is hereby
acknowledged on this 31st day of October, 2000.

                                   UBS AG, Stamford Branch
                                         as Agent

                                    By:      /s/ Daniel W. Ladd III
                                         ---------------------------------------
                                         Name:  Daniel W. Ladd III
                                         Title: Executive Director

                                     By:     /s/ Wilfred V. Saint
                                          --------------------------------------
                                          Name:  Wilfred V. Saint
                                          Title: Associate Director

                                       37

<PAGE>



                             EXHIBIT A TO THE LEASE

                            Description of Properties

         The  Properties  subject to this Lease  includes the Land  described on
Schedule I-C attached  hereto,  and all  Equipment on and  Improvements  to such
Land,  including  without  limitation  the  Equipment  described on Schedule I-B
attached hereto and the Improvements described on Schedule I-C attached hereto.

         In addition, to the extent that a court of competent jurisdiction rules
that this Lease constitute a mortgage, deed of trust or other secured financing,
the Lessee  hereby  grants,  bargains,  sells,  conveys,  mortgage  and grants a
security interest WITH POWER OF SALE in each of the following:

         1. All buildings, structures, fixtures, and other improvements of every
kind  existing  at any time and from time to time on or under the real  property
described  on  Schedule  I-C  (such  real  property,  together  with any and all
appurtenances  to  such  buildings,   structures  or   improvements,   including
sidewalks,  utility pipes,  conduits and lines, parking areas and roadways,  and
including all Lease Modifications and other additions to or changes in the Lease
Improvements  at any  time  (all  of the  foregoing  in this  paragraph  1 being
referred to as the "Lease Improvements");

         2. All easements,  rights-of-way, gores of land, streets, ways, alleys,
passages,  sewer rights, waters, water courses, water rights and passages, sewer
rights,  waters, water courses, water rights and powers, and all estate, rights,
title,   interests,   privileges,   liberties,   tenements,   hereditaments  and
appurtenances whatsoever, in any way belonging,  relating or appertaining to any
of the Properties  hereinabove  described,  or which  hereafter shall in any way
belong,  relate  or be  appurtenant  thereto,  whether  now  owned or  hereafter
acquired by Lessee, and the reversion and reversions,  remainder and remainders,
rents, issues and profits thereof, and all the estate,  right, title,  interest,
property,  possession, claim and demand whatsoever, at law as well as in equity,
of Lessee in and to the same, including but not limited to all judgments, awards
of  damages  and   settlements   hereafter  made  resulting  from   condemnation
proceedings involving Lessee taking the Properties described in Paragraphs 1 and
2 hereof,  or any part thereof,  under the power of eminent  domain,  or for any
damage   (whether  caused  by  such  taking  or  otherwise)  to  the  Properties
hereinabove  described or any part thereof or to any rights appurtenant thereto,
and all proceeds of any sales or other  dispositions  of the  Properties  or any
part thereof (all of the foregoing in this  paragraph 2 being referred to as the
"Lease Easements");

         3. All  right,  title and  interest  of the Lessee in and to all of the
fixtures,  chattels,  business  machines,   machinery,   apparatus,   equipment,
furnishings, fittings and articles of personal property of every kind and nature
whatsoever,  and all  appurtenances  and additions  thereto and substitutions or
replacements  thereof  (together  with, in each case,  attachments,  components,
parts and  accessories)  currently owned or subsequently  acquired by the Lessee
and now or subsequently attached to, or contained in, comprising a portion of or
used or usable  in any way in  connection  with the  Properties,  including  but
without limiting the generality of the foregoing,  all equipment  referred to in
the  Appraisals  and  the  Equipment  Schedules  pursuant  to the  Lease  or the
Participation Agreement, all computer hardware, and all heating, electrical, and

<PAGE>


mechanical  equipment,  fighting,   switchboards,   plumbing,  ventilation,  air
conditioning  and  air-cooling   apparatus,   refrigerating,   and  incinerating
equipment,  escalators,  elevators, loading and unloading equipment and systems,
cleaning  systems  (including  without  limitation  window cleaning  apparatus),
telephones, communication systems (including without limitation satellite dishes
and  antennae),  televisions,   computers,  sprinkler  systems  and  other  fire
prevention and extinguishing apparatus and materials,  security systems, motors,
engines,  machinery,  pipes, pumps, tanks,  conduits,  appliances,  fittings and
fixtures of every kind and description, but excluding Tangible Personal Property
(all of the  foregoing  in this  Paragraph  3 being  referred  to as the  "Lease
Equipment");

         4. All  alterations,  renovations,  improvements  and  additions to the
Land,  any Lease  Improvements  or any Lease  Equipment  or any part thereof and
substitutions and replacements  therefor (all of the foregoing in this Paragraph
4 being referred to as the "Lease Modifications");

         5. All  right,  title and  interest  of the Lessee in and to all of the
fixtures,  furnishings and fittings of every kind and nature whatsoever, and all
appurtenances and additions  thereto and  substitutions or replacements  thereof
(together with, in each case,  attachments,  components,  parts and accessories)
currently owned or  subsequently  acquired by the Lessee and now or subsequently
attached to, or contained in or used or usable in any way in connection with any
of the Properties;  together with (i) all property  affixed to or located on the
Properties  which to the  fullest  extent  permitted  by law,  shall  be  deemed
fixtures and a part of the real  property,  (ii) all materials  delivered to the
Properties for use in any  construction  being conducted  thereon,  and owned by
Lessee, (iii) all contract rights,  general  intangibles,  actions and rights in
action including all rights to insurance proceeds,  arising out of or related to
any of the foregoing  property  described in subparagraphs  (i) and (ii) of this
Paragraph 5 and  Paragraphs  1, 2 and 11, and (iv) all  products,  replacements,
additions,  substitutions,  renewals and accessions of any of the foregoing (all
of the foregoing in this paragraph  being  referred to as the "Lease  Fixtures";
all  Land,  Lease  Fixtures,  Lease  Equipment,  the Lease  Improvements,  Lease
Easements and the Lease Modifications are being collectively  referred to herein
as the "Property");

         6. All estate,  right, title, claim or demand whatsoever of the Lessee,
in possession or expectancy, in and to the Properties or any part thereof;

         7.  All  right,  title  and  interest  of  the  Lessee  in  and  to all
substitutes,  modifications  and replacements of, and all additions,  accessions
and  improvements  to the  Properties,  subsequently  acquired  by the Lessee or
constructed,  assembled  or placed by the Lessee on the Land,  immediately  upon
such acquisition,  release,  construction,  assembling or placement, and in each
such  case,  without  any  further  conveyance,  assignment  or other act by the
Lessee;

         8. All right,  title and  interest of the Lessee in and to all unearned
premiums under  insurance  policies now or  subsequently  obtained by the Lessee
relating to the Properties  and the Lessee's  interest in and to all proceeds of
any such insurance  policies,  including without limitation the right to collect
and receive  such  proceeds;  and all awards and other  compensation,  including
without  limitation  the interest  payable  thereon and the right to collect and
receive the same, made to the present or any subsequent  owner of the Properties
for the taking by eminent domain,  condemnation or otherwise, of all or any part
of the Properties or any easement or other right therein;

                                       2

<PAGE>

         9. All  right,  title  and  interest  of the  Lessee  in and to (i) all
consents,  licenses,  certificates and other governmental  approvals relating to
construction,  use or operation of the  Properties  or any part thereof and (ii)
all Plans and Specifications relating to the Properties;

         10. All rents, royalties,  issues,  profits,  revenue, income and other
benefits  from the  Properties;  together  with a right,  title and  interest of
Lessee  in and to any  and all  leases  now or  hereafter  on or  affecting  the
Properties,  together with all security therefor and monies payable  thereunder;
and

         11. All proceeds, both cash and noncash, of any of the foregoing.




                                       3


<PAGE>



                                  SCHEDULE I-A

                                   (Equipment)

None.


<PAGE>



                                  SCHEDULE I-B

                                 (Improvements)

All Improvements now or hereafter located on the Land described in Schedule I-C.


<PAGE>



                                  SCHEDULE I-C

                                     (Land)


<PAGE>



                             EXHIBIT B TO THE LEASE

                           FORM OF MEMORANDUM OF LEASE



</TEXT>
</DOCUMENT>
