SYMBION STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT

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                                                                EXHIBIT 10.5



                          SYMBION STOCK INCENTIVE PLAN
                       NONQUALIFIED STOCK OPTION AGREEMENT

                        GRANT NUMBER N <<OPTION NUMBER>>

         THIS AGREEMENT is made and entered into by and between Symbion, Inc.
(the "Company") and <<PARTICIPANT>> (the "Participant"), in connection with the
grant of an Option under the Symbion Stock Incentive Plan (the "Plan") on
<<OPTION DATE>>.

          The Participant is an employee of the Company or an Affiliate and is
eligible to receive this Option under the terms of the Plan, which was amended
and restated in an action that was approved by the stockholders of the Company
on March 28, 2002, for the purposes stated in Article II of the Plan. The
parties intend that this grant be treated as a Nonqualified Option under the
Plan, subject to the terms stated in this Agreement.

         1. Grant of Option. Subject to the terms and conditions set forth
herein, the Participant is granted a Nonqualified Option to purchase from the
Company <<SHARES>> shares of Stock at a price of <<PRICE>> per share. This price
is subject to adjustment as provided in Article VIII of the Plan. This Option
expires at the close of business on <<EXPIRATION DATE>>, unless it expires
sooner pursuant to Paragraph 6. Except as otherwise provided in Paragraph 6 or
in the Plan, this Option is exercisable at any time prior to the date it expires
with respect to the number of shares of Stock shown in the schedule below.

<TABLE>
<CAPTION>


                    On and After                  Shares Subject to Exercise
                    ------------                  --------------------------
                  <S>                            <C>

                  <<VEST DATE 1>>                     <<SHARE 1>> SHARES
                  <<VEST DATE 2>>               ADDITIONAL <<SHARE 2>> SHARES
                  <<VEST DATE 3>>               ADDITIONAL <<SHARE 3>> SHARES
                  <<VEST DATE 4>>               ADDITIONAL <<SHARE 4>> SHARES
</TABLE>


         2. Method of Exercise. The exercise of this Option is subject to the
Participant's execution of a written stockholders agreement that generally
applies to some or all of the stockholders of the Company, payment of the
exercise price stated in Paragraph 1, and making arrangement for any required
tax withholdings in a method that is acceptable to the Company or the Committee.
The Participant may exercise this Option in whole or in part, from time to time,
with respect to the number of whole shares of Stock that can be purchased at
such time in accordance with Paragraph 1, by actual delivery of written notice
to the Company at the address provided in Paragraph 10. Such notice of exercise
shall:

                  (a) specify the number of whole shares of Stock to be
purchased, the exercise price and, if applicable, the portion of the Option that
is being exercised;

                  (b) contain evidence satisfactory to the Committee that the
person exercising this Option is the Participant or has the right to exercise
this Option; and

                  (c) be accompanied by payment of the exercise price in
accordance with the Plan and, in a manner that is acceptable to the Company or
the Committee, payment of or


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arrangement for the payment of any required federal, state, and local
withholding taxes that are due in connection with the exercise.

         3. Transfer and Exercise of Option. In general, this Option is not
transferable and the Participant may not make any disposition of this Option or
any interest herein during his or her lifetime, except for transfers pursuant to
a will or the laws of descent and distribution; provided, however, that the
Option may be transferred to the extent consented to by the Committee. As used
herein, "disposition" means any sale, transfer, encumbrance, gift, donation,
assignment, pledge, hypothecation, or other disposition, whether similar or
dissimilar to those previously enumerated, whether voluntary or involuntary, and
whether during the Participant's lifetime or upon or after the Participant's
death, including, but not limited to, any disposition by operation of law, by
court order, by judicial process, or by foreclosure, levy or attachment, except
a transfer by will or by the laws of descent or distribution. Any attempted
disposition in violation of this Paragraph is void.

         4. Status of Participant. The Participant shall not be deemed a
stockholder of the Company with respect to any of the shares of Stock subject to
this Option, except to the extent that such shares shall have been purchased and
transferred to him or her. The Company is not required to issue shares of Stock
purchased upon exercise of this Option until all applicable requirements of law
have been complied with and such shares shall have been duly listed on any
securities exchange on which the Stock may then be listed.