THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of June 1, 1997 ("Effective Date"), by
and between Primary Care Medical Centers of America, Inc., a Delaware corporation ("Employer"), and Craig
T. Cuden ("Employee"). Employer and Employee may be referred to herein collectively as the "parties" and
individually as a "party."
TERM OF EMPLOYMENT; FORMATION OF SUBSIDIARY
Employer hereby employs Employee and Employee hereby accepts employment with Employer for a period (the
"Term") beginning as of the Effective Date and ending on the third (3rd) anniversary of the Effective Date (the
"Scheduled Termination Date"), subject, however, to earlier termination as hereinafter provided.
DUTIES OF EMPLOYEE
2.1 Duties. Employee is engaged to be the Chief Executive Officer of Employer. Employee shall be elected to the
Board of Directors of Employer and shall be reelected as necessary to permit Employee to serve as a director
throughout the Term. In general, Employee shall have such authority, duties and responsibilities with respect to
Employer as are consistent with his title. Employee's specific duties and powers shall be determined from time to
time by Employer's Board of Directors. Employee shall perform and discharge such duties well and faithfully.
Employee shall be subject to the supervision and direction of Employer's Board of Directors and its Chairman.
2.2 Full Time Employment. Employee shall devote his entire productive time, ability, and attention to the business
of Employer during the Term. Except for services provided to affiliates of Employer, during the Term, Employee
shall not, directly or indirectly, render any services of a business, commercial or professional nature to any other
person, corporation, firm or organization, whether for compensation or otherwise, without the prior written
consent of Employer. Employee hereby represents and warrants to Employer that the execution and performance
of Employee's duties u